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E-raamat: M&A for Value Creation in Japan [World Scientific e-raamat]

Series edited by (Univ Of Tsukuba, Japan & Univ Of Nagoya, Japan), Edited by (Senshu Univ, Japan)
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The design or reorganization of a corporate organization should be discussed from the perspective of the supply and demand equilibrium in the market. But it is quite difficult to balance supply and demand by relying on the price mechanism of the market. The book investigates the impact of a takeover on a management's incentives to increase reported earnings. The book also analyzes the type of effects reorganizations have on the laws and regulations, while weighing the company law, accounting standards for financial instruments, tax law, other accounting principles and international standards such as the Financial Accounting Standards Board (FASB) and International Financial Reporting System (IFRS).Proposing a new institutional fundamentalism based on the merits of market competition, the book clarifies the features of public-to-private buyout in Japan, explaining the advantage of going-private transactions. The trend of public-to-private buyouts in Japan and the theoretical framework of public-to-private buyout deals are also dealt with in detail.
List of Contributors xv
1. Accounting Problems Encountered in M&As 1
Yasuyoshi Kurokawa
1 Introduction
1
2 The Present Conditions of M&A Accounting in Japan: Stepping toward International Harmonization
2
3 The Revision of the Accounting Standards for Business Combinations: Toward Convergence
9
3.1 M&A accounting standards (established in 2003, enforced in 2006)
11
3.2 Revised M&A accounting standards (established in 2009, will be enforced in 2010)
11
4 Reexamination of Governance Based on Stockholder Dominance
13
5 Conclusion
15
2. A Study of Goodwill and Intangible Fixed Asset on Business Combination: Pharmaceutical Companies in Japan 17
Yujiro Okura
1 Prior Studies Concerning the Reasonability of the Adoption of the Free Cash Flow Method
17
2 Corporate Evaluation of Business Combination Accounting and PPA
18
3 Revaluation in the Case of Share Transfer of Daiichi Sankyo Company Limited
19
4 Verification of Reasonability of Accounting for Goodwill
21
5 Details of R&D Expenditures and Revaluation of Intangible Assets
23
5.1 M&A and motive for innovation
23
5.2 Examination of reasonability of appropriation
25
6 hi-Process R&D Expenses
29
6.1 What are in-process R&D expenses?
29
6.2 M&A of alai Co. Ltd. and Takeda Pharmaceutical Co. Ltd
29
6.3 Direction of in-process R&D expenses
30
7 Conclusion
31
3. The Method of Payment in Takeovers and Earnings Management 35
Kunimaru Takahashi
1 Introduction
35
2 Earnings Management and Takeovers
37
3 Research Design and Sample Selection
38
3.1 Measurement of earnings management
38
3.2 Sample
40
4 Results
42
4.1 Descriptive statistics
42
4.2 Abnormal accruals for acquiring firms around the agreed-on exchange ratio of the merger
45
4.3 Abnormal accruals for target firms around the agreed-on exchange ratio of the merger
47
5 Conclusion
50
4. Income Smoothing and the Just-in-Time System in the Japanese Automobile Industry 53
Michio Kunimura
1 Potential Inventory Manipulation
53
2 Discretionary Models and Hypotheses
54
2.1 Discretionary accruals: the modified DJ model
54
2.2 Discretionary day's inventory
55
3 Assumptions and Hypotheses
56
3.1 Assumptions
56
3.2 Hypothesis 1: discretionary accruals (DA/S)
56
3.2.1 Null hypothesis 1
56
3.3 Hypothesis 2: discretionary day's inventory change (DΔINV/S or DΔINV/C)
56
3.3.1 Null hypothesis 2
57
4 Data and Day's Inventory
57
4.1 Data
57
4.2 Day's inventory: descriptive statistics
58
5 Results
58
5.1 Comparison of the positive ΔCFO Group with the negative ΔCFO Group in the discretionary accruals
58
5.2 Comparison of the positive ΔCFO Group with the negative ΔCFO Group in the discretionary day's inventory change based on sales
61
5.3 Comparison of a positive ΔCFO Group with a negative ΔCFO Group in the discretionary day's inventory change based on cost of goods sold
63
6 Conclusion
64
5. M&A and Its Incentive System for the Inter-Firm Organization 67
Yasuhiro Monden
1 Research Purpose
67
2 What is the Network Organization?
68
2.1 Boundaries of the inter-firm network as an open adaptive system
69
3 The Concept that Makes the Network Organization Unique
70
4 Three Roles of the Core Company in a Network Organization
71
5 Strategic Decision No. 1: Selection of Network Participating Companies Through M&A
73
6 Strategic Decision No. 2: Design of Forms of the Inter-Firm Combination
74
6.1 Merger
76
6.1.1 Acquisition price as incentive to M&A
76
6.1.2 Control right: origin of synergy effect
76
6.2 Placing a company under control as an affiliate
78
6.3 Capital affiance
79
6.4 Business tie-up (operational alliance)
80
6.5 Market transactions
81
7 Design of an Incentive System for the Companies Participating in a Network
82
8 Determination of the Resource Allocation as Task Control: A Case of the Toyota Motor Group
85
6. The Impact of Market Inefficiency on TOB in Japan 91
Tataushi Yamamoto
1 Introduction
91
2 Inefficiency of the Stock Market
92
2.1 Causes of inefficiency of the market
92
2.2 Market inefficiency and knowledge in behavioral finance
93
2.2.1 Efficient market and behavioral finance
93
2.2.2 Knowledge in behavioral finance
94
2.3 Cross-shareholding among Japanese firms
95
3 TOB Strategy
96
3.1 Determination of TOB price and its effect
96
3.2 Strategies for successful TOB
97
4 A TOB Case in Japan
99
5 Concluding Remarks
101
7. A Survey of Public-to-Private Buy-out Transactions in Japan 103
Keiichi Sugiura
1 Introduction
103
2 Trends of Public-to-Private Buy-outs in Japan
103
3 Classification of Public-to-Private Transactions in Japan
104
3.1 Divestment type
104
3.2 Business succession type
105
3.3 Secondary buy-outs
106
3.4 Strategic going private type
106
3.5 Protection against hostile takeover type
107
4 Public-to-Private Deals and Financial Package
108
5 Conclusion
108
8. Do M&As in Japan Increase Shareholder Value? 117
Kotaro Inoue
1 Introduction
117
2 The State of the M&A Market in Japan
118
3 Do M&As in Japan Increase Shareholder Value?
120
4 Factors Behind the Value Creation by M&A Activities
123
5 Long-Term Shareholders' Return after M&As in Japan
127
6 Conclusion
129
Index 133
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