G34 - Mergers; Acquisitions; Restructuring; Voting; Proxy Contests; Corporate GovernanceReturn

Impact of Changing Preferential Tax Rate Conditions on Czech Real Estate Investment Funds This article examines the impact of an amendment to the Income Tax Act that aimed to prevent the so-called real estate funds, whose activities bear the characteristics of ordinary business activities, from applying a preferential tax rate. Only funds whose shares are publicly traded and have the required shareholder structure could newly apply this rate. In response to the legal amendment, several real estate funds have become regular joint stock companies. Funds motivated to maintain a preferential tax rate had their securities admitted to trading. However, it was only a formal fulfilment of the conditions of the law, as the average number of shareholders controlling these funds did not change. For several funds, the shareholder structure has also changed so that they can continue to apply a preferential tax rate. In addition, most of the funds that do not meet the conditions of the Act have manipulated the length of the accounting period by purposeful transformations (mergers, divisions, etc.) in order to postpone the application of the amended wording of the Act and thus gain time for an appropriate response.

The paper aims at the issue of perception of the factors of implementation of the pre- and post-merger-and-acquisition process. The original methodologies aDM&A (ante-Determinants of Mergers and Acquisitions) and pDM&A (post-Determinants of Mergers and Acquisitions) were verified on the basis of an analysis of the views of managers from 120 companies. The factor analysis of the data obtained enabled extraction of the key factors of implementation of the pre- and post-merger-and-acquisition process. The paper also presents the basic parameters of the methodology aDM&A Eigenvalues and pDM&A Eigenvalues, the percentage of the variance explained, Cronbach's alpha, inter-correlations of the extracted factors, and the results of the analysis of differences in the assessment of the extracted factors by managers. The extracted factors were Synergy potential, Business environment, Investment benefit, and Financial management in the context of the pre-merger-and-acquisition process, and Unification strategy, Business management, Internal business environment, Business identity, and Strategic intent in the post-merger-and-acquisition process.

This article focuses on the issue of company's size with connection to its valuation multiples. The phenomenon of company's size effect is described in theory and empirically tested. The knowledge of dependence on transaction multiples on company's size is essential for valuation and decision about acquisition or disinvestment. The article follows on the Jeřábek's and Čihák's article (2008). The aim of the article is to empirically verify the statement that the buyers are willing to pay relatively lower amount of money for smaller companies than in case of investment in larger companies. The aim is not to determine the specific amount of the size risk premiums but demonstrate multiples increase with company's size multiple in connection to company's size. Furthermore, it is necessary to take into account bigger companies have, in comparison with smaller entities, not only higher relative value, but also absolute. In other words, it means higher transaction multiple or lower discount rate.

This study examines the diversion of funds in M&A deals, using over 7,500 deals from core European countries for the period from 1997 to 2013, sourced from the Zephyr database. Theoretical predictions suggest that in M&A deals acquiring companies may use the target's assets as collateral to raise funds which is then diverted within the internal capital markets. Our results do not indicate an increase in leverage burdens of target firms. While we do not find evidence that assets are used as collateral to raise financing, our results point to indirect clues that funds are diverted away from the target company after the acquisition.

With respect to the occurrence of economic crises it may be observed that economic performance of countries is determined by the quality of its institutions. It is the corporate governance failure that is said, in line with the new institutional economic theory, to be among reasons for the recent international financial and economic crisis. This study has the goal of confirming, by empirical analysis, the existence of correlation between, on one hand, the quality of the institutional environment expressed by index of economic freedom and by its selected subindexes, and, on the other hand, the macroeconomic environment for corporates - as characterised by selected macroeconomic indicators. In result, countries with higher foreign direct investments influx and higher per capita GDP show higher levels of index of economic freedom. Countries with higher level of property rights protection and lower corruption level achieve higher GDP per capita. Countries with higher ratio of government expenditure on GDP reach lower levels of index of economic freedom, this being interpreted as a substitution of private business entities and entrepreneurial initiative by a government.

In this article we analyze medium- and long-term effects of firm break-up (and subsequent change in ownership) on its profitability and productivity. We use an extensive data-set of the Czech firms for the period 1996-2005. We employ the propensity score based matching methodology to account for potential endogeneity. Our results show that initial effects of the firm break-up are positive but they vanish in five to seven years after the break-up. Hence, the break-up of large and less efficient companies delivers a positive effect on corporate performance for a period of time. The effect is not permanent, though. Subsequent development in profitability and productivity is likely affected by ownership structure, corporate governance and other micro-level factors.

This paper uses new firm-level data to examine the effects of breakups of the Czech firms and their subsequent privatization on corporate performance. Unlike the existing literature, which analyzes breakups almost exclusively in advanced economies, we control for accompanying ownership changes and the fact that spinoffs and ownership are endogenous variables. We find that breakups increase the firm's profitability but do not alter its scale of operations, while the effect of privatization depends on the resulting ownership structure - sometime improving performance and sometime bringing about decline. The effects of privatization are hence less clear-cut than suggested in earlier studies. Methodologically, our study provides evidence that it is important to control for changes in ownership when analyzing divestitures and control for endogeneity, selection and data attrition when analyzing the effects of breakups and privatization.