Brennan, Niamh M., Daly, Caroline A. and Harrington, Claire S. [2010] Rhetoric, Argument and Impression Management in Hostile Takeover Defence Documents, British Accounting Review, 42(4)(December): 253-268. British Accounting Review Best Paper Award 2010
This exploratory study extends the analysis of narrative disclosures from routine reporting contexts such as annual reports and press releases to non-routine takeover documents where the financial consequences of narrative disclosures can be substantial. Rhetoric and argument in the form of impression management techniques in narrative disclosures are examined. Prior thematic content analysis methods for analysing good and bad news disclosures are adapted to the attacking and defensive themes in the defence documents of target companies subject to hostile takeover bids. The paper examines the incidence, extent and implications of impression management in ten hostile takeover defence documents issued by target companies listed on the London Stock Exchange between 1 January 2006 and 30 June 2008. Three impression management strategies – thematic, visual and rhetorical manipulation – are investigated using content analysis methodologies. The findings of the research indicate that thematic, visual and rhetorical manipulation is evident in hostile takeover defence documents. Attacking and defensive sentences were found to comprise the majority of the defence documents analysed. Such sentences exhibited varying degrees of visual and rhetorical emphasis, which served to award greater or lesser degrees of prominence to the information conveyed by target company management.
While exploratory in nature, this paper concludes with suggestions for future more systematic research allowing for greater generalisations from the findings.
Brennan, Niamh [1999] Voluntary Disclosure of Profit Forecasts by Target Comp...Prof Niamh M. Brennan
This paper examines factors influencing voluntary forecast disclosure by target companies, whether good/bad news forecasts are disclosed and the influence of forecasts on the outcome of hostile bids. Disclosure was significantly more likely during contested bids. In agreed bids, probability of forecast disclosure was greater the shorter the bid horizon. In contested bids, forecasts were more likely where there were large block shareholdings, for larger targets and for targets in the capital goods industry. There was a clear tendency to disclose good news forecasts. A significant positive association between forecast disclosure and increase in offer price was found.
This paper extends Merton's structural model of corporate debt pricing to incorporate stochastic volatility in the underlying firm's asset value. Through simulation, the author finds that accounting for stochastic volatility can significantly increase the credit spreads generated by the model, especially for shorter maturity debts. Specifically, for debt maturities of 5 years or less, incorporating stochastic volatility increases average credit spreads by about 33 basis points, or 32.35%, compared to the standard Merton model which assumes constant volatility. Therefore, the stochastic volatility model addresses a key limitation of Merton-type models in generating credit spreads that match levels observed in real markets.
location choices under strategic InteractionsKiran Niraula
This document summarizes a research paper that builds a game theory model to explore how strategic interaction between competitors affects firms' geographic expansion decisions across markets over time. The model accounts for heterogeneity between market attractiveness, firm capabilities, and learning rates. It identifies three equilibrium location strategies that can emerge from the interaction: accommodate, marginalize, and collocate. The strategies depend on the tradeoff between opportunity costs of absence from a market and entrenchment benefits from early market entry and learning.
This document provides a literature review on methods of corporate valuation. It discusses discounted cash flow models which value a company based on the net present value of future cash flows discounted by a rate. It also mentions the capital asset pricing model (CAPM) and arbitrage pricing models (APM) which link market risk to equity returns. Additionally, it covers investment models like Tobin's q that relate investment to value, and economic measures like economic rent and excess market value that assess growth potential. The review examines various studies on the explanatory power of different valuation methods and cash flow measures over different time periods. In summary, it surveys the theoretical underpinnings and empirical evidence regarding approaches to valuing companies.
The Cost of Capital, Corporation Finance, and the Theory of Investment: CommentsSudarshan Kadariya
This document summarizes a seminar presentation on Franco Modigliani and Merton Miller's seminal work on the cost of capital and capital structure. The presentation outlines Modigliani and Miller's original theory, as well as comments and critiques by other researchers including David Durand and Dowson Brewer and Jocab Michaelsen. Modigliani and Miller then provide replies to the various comments, defending their original theory while acknowledging some limitations and areas for further development. Overall the discussion analyzes the implications and complexities of Modigliani and Miller's groundbreaking theory on how a firm's value and cost of capital are independent of its capital structure.
A modern theory to analysis of break even point and leverages with approach o...Alexander Decker
This document discusses theories related to break-even point (BEP) and leverage, including operating leverage, financial leverage, and combined leverage. It defines these terms mathematically and provides examples to illustrate how they are calculated. The author, Meysam Kaviani, proposes that changes in fixed costs over time can impact leverage by acting as a "fulcrum", similar to how a fulcrum impacts leverage in physics. Kaviani also discusses the relationship between leverage, BEP, and margin of safety.
Short term persistence in mutual fund performance(12)bfmresearch
This study examines the short-term persistence of mutual fund performance using daily returns data over quarterly periods. The researchers estimate stock selection and market timing models for mutual funds and rank funds into deciles based on their estimated abnormal returns each quarter. They then measure the average abnormal return of each decile in the following quarter. They find that the top-performing decile in a given quarter generates a statistically significant average abnormal return of 25-39 basis points in the subsequent quarter, providing evidence of short-term persistence in performance. However, this persistence disappears when funds are evaluated over longer periods using a concatenated time series approach.
This document describes an experiment that tests for the existence of purely procedural preferences in economic decision making. It introduces three allocation procedures - a dictator game, yes-no game, and ultimatum game - that yield the same expected outcomes but differ in their procedural properties. Dominant economic theories predict no preference between the procedures. The experiment found that some participants exhibited preferences over the procedures, suggesting people may care about the process independently of outcomes. It aims to understand the psychological reasons for purely procedural preferences by relating them to aspects of moral judgment.
Brennan, Niamh [1999] Voluntary Disclosure of Profit Forecasts by Target Comp...Prof Niamh M. Brennan
This paper examines factors influencing voluntary forecast disclosure by target companies, whether good/bad news forecasts are disclosed and the influence of forecasts on the outcome of hostile bids. Disclosure was significantly more likely during contested bids. In agreed bids, probability of forecast disclosure was greater the shorter the bid horizon. In contested bids, forecasts were more likely where there were large block shareholdings, for larger targets and for targets in the capital goods industry. There was a clear tendency to disclose good news forecasts. A significant positive association between forecast disclosure and increase in offer price was found.
This paper extends Merton's structural model of corporate debt pricing to incorporate stochastic volatility in the underlying firm's asset value. Through simulation, the author finds that accounting for stochastic volatility can significantly increase the credit spreads generated by the model, especially for shorter maturity debts. Specifically, for debt maturities of 5 years or less, incorporating stochastic volatility increases average credit spreads by about 33 basis points, or 32.35%, compared to the standard Merton model which assumes constant volatility. Therefore, the stochastic volatility model addresses a key limitation of Merton-type models in generating credit spreads that match levels observed in real markets.
location choices under strategic InteractionsKiran Niraula
This document summarizes a research paper that builds a game theory model to explore how strategic interaction between competitors affects firms' geographic expansion decisions across markets over time. The model accounts for heterogeneity between market attractiveness, firm capabilities, and learning rates. It identifies three equilibrium location strategies that can emerge from the interaction: accommodate, marginalize, and collocate. The strategies depend on the tradeoff between opportunity costs of absence from a market and entrenchment benefits from early market entry and learning.
This document provides a literature review on methods of corporate valuation. It discusses discounted cash flow models which value a company based on the net present value of future cash flows discounted by a rate. It also mentions the capital asset pricing model (CAPM) and arbitrage pricing models (APM) which link market risk to equity returns. Additionally, it covers investment models like Tobin's q that relate investment to value, and economic measures like economic rent and excess market value that assess growth potential. The review examines various studies on the explanatory power of different valuation methods and cash flow measures over different time periods. In summary, it surveys the theoretical underpinnings and empirical evidence regarding approaches to valuing companies.
The Cost of Capital, Corporation Finance, and the Theory of Investment: CommentsSudarshan Kadariya
This document summarizes a seminar presentation on Franco Modigliani and Merton Miller's seminal work on the cost of capital and capital structure. The presentation outlines Modigliani and Miller's original theory, as well as comments and critiques by other researchers including David Durand and Dowson Brewer and Jocab Michaelsen. Modigliani and Miller then provide replies to the various comments, defending their original theory while acknowledging some limitations and areas for further development. Overall the discussion analyzes the implications and complexities of Modigliani and Miller's groundbreaking theory on how a firm's value and cost of capital are independent of its capital structure.
A modern theory to analysis of break even point and leverages with approach o...Alexander Decker
This document discusses theories related to break-even point (BEP) and leverage, including operating leverage, financial leverage, and combined leverage. It defines these terms mathematically and provides examples to illustrate how they are calculated. The author, Meysam Kaviani, proposes that changes in fixed costs over time can impact leverage by acting as a "fulcrum", similar to how a fulcrum impacts leverage in physics. Kaviani also discusses the relationship between leverage, BEP, and margin of safety.
Short term persistence in mutual fund performance(12)bfmresearch
This study examines the short-term persistence of mutual fund performance using daily returns data over quarterly periods. The researchers estimate stock selection and market timing models for mutual funds and rank funds into deciles based on their estimated abnormal returns each quarter. They then measure the average abnormal return of each decile in the following quarter. They find that the top-performing decile in a given quarter generates a statistically significant average abnormal return of 25-39 basis points in the subsequent quarter, providing evidence of short-term persistence in performance. However, this persistence disappears when funds are evaluated over longer periods using a concatenated time series approach.
This document describes an experiment that tests for the existence of purely procedural preferences in economic decision making. It introduces three allocation procedures - a dictator game, yes-no game, and ultimatum game - that yield the same expected outcomes but differ in their procedural properties. Dominant economic theories predict no preference between the procedures. The experiment found that some participants exhibited preferences over the procedures, suggesting people may care about the process independently of outcomes. It aims to understand the psychological reasons for purely procedural preferences by relating them to aspects of moral judgment.
An Empirical Investigation of Fama-French-Carhart Multifactor Model: UK Evidenceiosrjce
The study employs Fama-French-Carhart Multifactor Model to investigate the significance of Firm
Size, Book-to-Market ratio and Momentum in explaining variations in returns of stocks listed on the UK equity
market using monthly stock data of 100 randomly selected UK stocks from January 1996 to December 2013
collected from DataStream 5.0. The empirical results from the Ordinary Least Square (OLS) regression analysis
of the test of the multifactor model found firm size insignificant for three of the six portfolios formed; the value
factor (book-to-market ratio) significant for all the six portfolios while the momentum factor is significant for
the three portfolios with big market capitalization stocks. Overall, the empirical results indicate the presence of
value effect among small-cap and big-cap stocks and momentum effect among big-cap stocks in the London
Stock Exchange. Firm size is not found to be a reliable significant factor in explaining stock returns in the
equity market.
1) The study examines the economic importance of accounting information by analyzing how accounting data from financial statements can improve portfolio optimization for US equities.
2) Using a parametric portfolio policy method, the researchers modeled portfolio weights as a linear function of three accounting characteristics - accruals, change in earnings, and asset growth - and compared it to weights based on size, book-to-market, and momentum.
3) They found that the accounting-based portfolio generated an out-of-sample annual information ratio of 1.9 compared to 1.5 for the price-based portfolio, indicating accounting information provides valuable signals for optimizing equity investments.
The document discusses the relationship between antitrust analysis and strategic management. It argues that strategic management can provide insights that are often overlooked by traditional antitrust analysis which focuses mainly on economics and law. Specifically, strategic management considers a firm's pursuit of sustained competitive advantage rather than just profit maximization. The document reviews literature on how concepts from strategic management could complement antitrust analysis, noting Michael Porter's "productivity-based approach" as an example. However, it also notes that strategic management ideas have had little influence on antitrust so far. The document proposes exploring how a resource-based view of strategy could further shed light on new aspects for antitrust analysis.
Merkl-Davies and Brennan A Conceptual Framework of Impression Management: New...Prof Niamh M. Brennan
In this paper we develop a conceptual framework, based on the concepts of rationality and motivation, which uses theories and empirical research from psychology/behavioural finance, sociology and critical accounting to systematise, advance and challenge research on impression management. The paper focuses on research which departs from economic concepts of impression management as opportunistic managerial discretionary disclosure behaviour resulting in reporting bias or as ‘cheap talk’. Using alternative rationality assumptions, such as bounded rationality, irrationality, substantive rationality and the notion of rationality as a social construct, we conceptualise impression management in alternative ways as (i) self-serving bias, (ii) symbolic management and (iii) accounting rhetoric. This contributes to an enhanced understanding of impression management in a corporate reporting context.
The document summarizes a five-factor asset pricing model that augments the Fama-French three-factor model by adding profitability and investment factors.
The five-factor model is tested using portfolios sorted on size, book-to-market equity ratio, profitability, and investment to produce spreads in average returns. The results show patterns in average returns related to size, value, profitability, and investment that the five-factor model seeks to capture. Specifically, small stocks and stocks with high book-to-market ratios, profitability, or low investment tend to have higher average returns. However, the model has difficulties explaining the low returns of some small, low-profitability stocks that invest heavily.
This document discusses opportunities for companies to optimize transactional pricing and reduce price leakages. It outlines a three step process: 1) Identify and size the opportunity through price variability analysis and net price waterfall analysis, 2) Analyze root causes of leakage, 3) Capture the opportunity through targeted actions like new price lists and sales force training, then institutionalize changes. Reducing discounts in unprofitable accounts can improve earnings without risking business. Customers' price elasticity depends on various criteria that must be understood to maximize selling price through tailored pricing.
This document summarizes a research paper that studied the effects of initial public offerings (IPOs) on the long-run performance of stocks listed on the Nairobi Stock Exchange in Kenya. The study found that 51.5% of the variation in long-run stock performance was explained by factors like the difference between the offer price and closing day one price, firm age, size, number of shares issued, and subscription percentage. The regression model showed that these independent variables significantly predicted long-run performance. Specifically, differences in offer price vs. closing price, firm size, and number of shares issued positively impacted long-run performance, while firm age and subscription percentage had a negative effect. The paper concluded that firms should implement
Entrepreneurial Views of Competitive StrategyKivanc Ozuolmez
The document discusses entrepreneurial views of competitive strategy compared to traditional positioning and resource-based views. It summarizes several articles that look more closely at the internal workings of firms and how value is created. Specifically, it discusses how these views examine rent appropriation within firms, new definitions of performance, sources of value creation like talent and innovation, and the importance of disequilibrium in the market. Overall, the entrepreneurial views presented provide a more detailed perspective of the internal firm processes that can explain performance differences between companies.
Analysis of Co-operative game theory for SMEs in a competitive Environment.
If you walk down the streets of London and ask any anyone: How do SMEs operate? Some will say it is about offering the best services to customers. Others will say that SMEs are the survivors of a tough competitive market. Some will argue that it is all about good management. Some will also say it is about getting finance. However, very few will mention networking, cooperation, union, education or even the best strategy to win. SMEs contribute with a combine turnover of £3,100 million in 2012 and of all the businesses 62.7% were sole proprietorship, 28% were companies and 9.3% were partnership. (FSB, 2013) With the current UK Government invention to boost up SMEs funding, with an additional £300 million, one can assume the likelihood of an increase in SMEs in UK.
On the contrary, little research has been conducted on Game theory in SMEs (Tidd et al, 1997) In Business, Game theory aims to help organisation to understand situation in which decisions can be made. (Osborne, 2000) Game Theory has provide a methodology that has brought insight into many previously unexplained phenomena by allowing asymmetric information and strategic interaction to be incorporated into the analysis. (Chalterjee et al, 2001)
This research proposal will look into how game theory could help SMEs in different sectors to achieve a higher payoff by cooperating with competitors while there is excess demand in the market. In addition, this research will educate SMEs about the market, opting for opportunity cost, introducing SMEs networking in their particular sector. Moreover, this research could help SMEs to grow through Mergers and Acquisitions.
This document provides a critical review of the 1996 paper "The Conditional CAPM and the Cross-Section of Expected Returns" by Jagannathan and Wang. The review summarizes the key findings of the original paper, which showed that conditional CAPM can explain the cross-sectional variation in stock returns better than static CAPM. However, the review also notes some limitations in the assumptions around time-varying betas and use of R-squared. Overall, it evaluates the original paper as influential but also discusses subsequent research that built on its findings or identified weaknesses.
Price optimization uses three predictive models - claim propensity, market situation, and customer behavior - to set prices that maximize profits given constraints. An example is Parker Hannifin, which implemented demand-based pricing and saw profits rise from 7% to 21%. Price optimization integrates these models to predict how customers respond to price changes and identify optimal pricing strategies.
This document discusses how foreclosures can negatively impact the accuracy of real estate valuations used for property tax assessments. It proposes using a geographically weighted regression (GWR) approach in automated valuation models (AVMs) to better account for the localized spillover effects of foreclosures. The research analyzes property sales data and finds that including foreclosure variables in AVM modeling improved the coefficient of dispersion for valuations in 48% of neighborhoods, though it deteriorated in others, highlighting the need to include such variables strategically. Overall, the document argues that accounting for the spatial impacts of foreclosures can help promote greater accuracy and uniformity in mass appraisal valuations.
This document analyzes structural changes in the Brazilian industry from 1982-1997, a period of economic and institutional uncertainty. It explores how macroeconomic changes interacted with firm behaviors and industrial structure at the micro level. The analysis focuses on how firms adapted strategies in areas like sales, finance, production and investment to develop flexibility in responding to uncertainty. While uncertainties decreased after 1994, the analysis suggests firms developed in different ways and uncertainty still influences industry composition.
The International Journal of Engineering and Science (The IJES)theijes
The International Journal of Engineering & Science is aimed at providing a platform for researchers, engineers, scientists, or educators to publish their original research results, to exchange new ideas, to disseminate information in innovative designs, engineering experiences and technological skills. It is also the Journal's objective to promote engineering and technology education. All papers submitted to the Journal will be blind peer-reviewed. Only original articles will be published.
The papers for publication in The International Journal of Engineering& Science are selected through rigorous peer reviews to ensure originality, timeliness, relevance, and readability.
Earnings and stock returns models evidence from jordanAlexander Decker
This document summarizes a study on the relationship between earnings and stock returns in Jordan. It examines three models - price, return, and differenced - to analyze the association between accounting measures like earnings per share and stock price changes. The results show a positive and significant relationship between earnings and stock prices/returns in all three models. However, the forecasting ability is lower for the return and differenced models compared to the price model. The study recommends improving the return-earnings relationship by aggregating data over a longer period.
Financial determinants of the accounting choice to capitalize expenses: The c...inventionjournals
The main objective of this study is to explore the impact of financial distress on the managerial choice of accounting methods with a primary focus on the detection of the financial determinants of the accounting choice to capitalize expenses. The research design employs multivariate discriminant analysis (MDA) and logit analysis to construct a model for the prediction of the managerial decision to capitalize expenses. The results of this study provide evidence in support of the contracting cost literature since the managerial decision to capitalize expenses is mainly guided by financial determinants such as earnings growth, corporate dividend policy and financial distress. The contribution of this paper is the detection of the financial determinants of the accounting choice to capitalize expenses and the provision of a model for the prediction of the preceding managerial choice.
Brennan, Niamh [2000] An Empirical Examination of Forecast Disclosure by Bidd...Prof Niamh M. Brennan
This paper examines voluntary disclosure of profit forecasts by bidding companies during takeovers. Disclosure is examined from two perspectives: (i) factors influencing disclosure and (ii) the influence of good news and bad news on disclosure.
Takeover documents published during 701 takeover bids for public companies listed on the London Stock Exchange in the period 1988 to 1992 were examined.
Two variables accounted for almost all the influences on disclosure of forecasts: bid horizon and type of bid. Probability of forecast disclosure was greater the shorter the bid horizon and during contested bids. In addition, there was some evidence that the nature of the purchase consideration offered by the bidder (cash or paper) and the industry of the bidder influenced disclosure. Disclosure was significantly more likely in paper bids and in the durable goods industry.
Forecasts were more likely to be disclosed when firms had good news to report.
30 YEARS OF MERGERS AND ACQUISITIONS RESEARCH RECENT ADVANCES AND FUTURE OPP...Rhonda Cetnar
This document summarizes recent research on mergers and acquisitions from the past 30 years. It discusses three primary streams of research that have focused on strategic fit between acquiring and target firms, organizational fit, and the acquisition process itself. While research has provided insights into these areas, failure rates of M&As have remained high. The document reviews recent advances in the different research streams but notes opportunities remain to develop a more holistic understanding of M&A performance and consequences through future research.
Merkl-Davies, Doris M. and Brennan, Niamh M. [2007] Discretionary Disclosure ...Prof Niamh M. Brennan
This paper reviews and synthesizes the literature on discretionary narrative disclosures. We explore why, how, and whether preparers of corporate narrative reports use discretionary disclosures in corporate narrative documents and why, how, and whether users react thereto. To facilitate the review, we provide three taxonomies based on: the motivation for discretionary narrative disclosures (opportunistic behavior, i.e. impression management, versus provision of useful incremental information); the research perspective (preparer versus user); and seven discretionary disclosure strategies.
The document summarizes William Beaver's perspectives on major areas of capital markets research over the past ten years. It discusses five key areas: market efficiency, Feltham-Ohlson modeling, value relevance, analysts' behavior, and discretionary behavior. Regarding market efficiency, it notes that recent studies have found evidence of market inefficiency in areas like post-earnings announcement drift and market-to-book ratios. It also discusses links between market efficiency and analysts' behavior in processing accounting information.
The document summarizes the key risks and rewards of IT outsourcing and insourcing based on a review of 10 pieces of literature. For outsourcing, the primary risk identified is contract/trust issues, while the primary reward is reduced costs. For insourcing, complacency and resistance to cost reduction are key risks, while lower costs and improved service levels are rewards. Selective sourcing is presented as a better alternative to minimize risks compared to total insourcing or outsourcing.
Plan sponsors hire and fire investment management firms to manage retirement plan assets totaling $6.3 trillion. The study examines the hiring and firing decisions of 3,400 plan sponsors between 1994-2003. It finds that plan sponsors hire managers after periods of strong excess returns, but these returns do not continue afterward. Managers are terminated for various reasons, including but not limited to underperformance, and excess returns after firings are indistinguishable from zero. When comparing returns from fired vs. newly hired managers, staying with fired managers would have yielded similar returns. Hiring and firing patterns vary based on plan sponsor characteristics.
An Empirical Investigation of Fama-French-Carhart Multifactor Model: UK Evidenceiosrjce
The study employs Fama-French-Carhart Multifactor Model to investigate the significance of Firm
Size, Book-to-Market ratio and Momentum in explaining variations in returns of stocks listed on the UK equity
market using monthly stock data of 100 randomly selected UK stocks from January 1996 to December 2013
collected from DataStream 5.0. The empirical results from the Ordinary Least Square (OLS) regression analysis
of the test of the multifactor model found firm size insignificant for three of the six portfolios formed; the value
factor (book-to-market ratio) significant for all the six portfolios while the momentum factor is significant for
the three portfolios with big market capitalization stocks. Overall, the empirical results indicate the presence of
value effect among small-cap and big-cap stocks and momentum effect among big-cap stocks in the London
Stock Exchange. Firm size is not found to be a reliable significant factor in explaining stock returns in the
equity market.
1) The study examines the economic importance of accounting information by analyzing how accounting data from financial statements can improve portfolio optimization for US equities.
2) Using a parametric portfolio policy method, the researchers modeled portfolio weights as a linear function of three accounting characteristics - accruals, change in earnings, and asset growth - and compared it to weights based on size, book-to-market, and momentum.
3) They found that the accounting-based portfolio generated an out-of-sample annual information ratio of 1.9 compared to 1.5 for the price-based portfolio, indicating accounting information provides valuable signals for optimizing equity investments.
The document discusses the relationship between antitrust analysis and strategic management. It argues that strategic management can provide insights that are often overlooked by traditional antitrust analysis which focuses mainly on economics and law. Specifically, strategic management considers a firm's pursuit of sustained competitive advantage rather than just profit maximization. The document reviews literature on how concepts from strategic management could complement antitrust analysis, noting Michael Porter's "productivity-based approach" as an example. However, it also notes that strategic management ideas have had little influence on antitrust so far. The document proposes exploring how a resource-based view of strategy could further shed light on new aspects for antitrust analysis.
Merkl-Davies and Brennan A Conceptual Framework of Impression Management: New...Prof Niamh M. Brennan
In this paper we develop a conceptual framework, based on the concepts of rationality and motivation, which uses theories and empirical research from psychology/behavioural finance, sociology and critical accounting to systematise, advance and challenge research on impression management. The paper focuses on research which departs from economic concepts of impression management as opportunistic managerial discretionary disclosure behaviour resulting in reporting bias or as ‘cheap talk’. Using alternative rationality assumptions, such as bounded rationality, irrationality, substantive rationality and the notion of rationality as a social construct, we conceptualise impression management in alternative ways as (i) self-serving bias, (ii) symbolic management and (iii) accounting rhetoric. This contributes to an enhanced understanding of impression management in a corporate reporting context.
The document summarizes a five-factor asset pricing model that augments the Fama-French three-factor model by adding profitability and investment factors.
The five-factor model is tested using portfolios sorted on size, book-to-market equity ratio, profitability, and investment to produce spreads in average returns. The results show patterns in average returns related to size, value, profitability, and investment that the five-factor model seeks to capture. Specifically, small stocks and stocks with high book-to-market ratios, profitability, or low investment tend to have higher average returns. However, the model has difficulties explaining the low returns of some small, low-profitability stocks that invest heavily.
This document discusses opportunities for companies to optimize transactional pricing and reduce price leakages. It outlines a three step process: 1) Identify and size the opportunity through price variability analysis and net price waterfall analysis, 2) Analyze root causes of leakage, 3) Capture the opportunity through targeted actions like new price lists and sales force training, then institutionalize changes. Reducing discounts in unprofitable accounts can improve earnings without risking business. Customers' price elasticity depends on various criteria that must be understood to maximize selling price through tailored pricing.
This document summarizes a research paper that studied the effects of initial public offerings (IPOs) on the long-run performance of stocks listed on the Nairobi Stock Exchange in Kenya. The study found that 51.5% of the variation in long-run stock performance was explained by factors like the difference between the offer price and closing day one price, firm age, size, number of shares issued, and subscription percentage. The regression model showed that these independent variables significantly predicted long-run performance. Specifically, differences in offer price vs. closing price, firm size, and number of shares issued positively impacted long-run performance, while firm age and subscription percentage had a negative effect. The paper concluded that firms should implement
Entrepreneurial Views of Competitive StrategyKivanc Ozuolmez
The document discusses entrepreneurial views of competitive strategy compared to traditional positioning and resource-based views. It summarizes several articles that look more closely at the internal workings of firms and how value is created. Specifically, it discusses how these views examine rent appropriation within firms, new definitions of performance, sources of value creation like talent and innovation, and the importance of disequilibrium in the market. Overall, the entrepreneurial views presented provide a more detailed perspective of the internal firm processes that can explain performance differences between companies.
Analysis of Co-operative game theory for SMEs in a competitive Environment.
If you walk down the streets of London and ask any anyone: How do SMEs operate? Some will say it is about offering the best services to customers. Others will say that SMEs are the survivors of a tough competitive market. Some will argue that it is all about good management. Some will also say it is about getting finance. However, very few will mention networking, cooperation, union, education or even the best strategy to win. SMEs contribute with a combine turnover of £3,100 million in 2012 and of all the businesses 62.7% were sole proprietorship, 28% were companies and 9.3% were partnership. (FSB, 2013) With the current UK Government invention to boost up SMEs funding, with an additional £300 million, one can assume the likelihood of an increase in SMEs in UK.
On the contrary, little research has been conducted on Game theory in SMEs (Tidd et al, 1997) In Business, Game theory aims to help organisation to understand situation in which decisions can be made. (Osborne, 2000) Game Theory has provide a methodology that has brought insight into many previously unexplained phenomena by allowing asymmetric information and strategic interaction to be incorporated into the analysis. (Chalterjee et al, 2001)
This research proposal will look into how game theory could help SMEs in different sectors to achieve a higher payoff by cooperating with competitors while there is excess demand in the market. In addition, this research will educate SMEs about the market, opting for opportunity cost, introducing SMEs networking in their particular sector. Moreover, this research could help SMEs to grow through Mergers and Acquisitions.
This document provides a critical review of the 1996 paper "The Conditional CAPM and the Cross-Section of Expected Returns" by Jagannathan and Wang. The review summarizes the key findings of the original paper, which showed that conditional CAPM can explain the cross-sectional variation in stock returns better than static CAPM. However, the review also notes some limitations in the assumptions around time-varying betas and use of R-squared. Overall, it evaluates the original paper as influential but also discusses subsequent research that built on its findings or identified weaknesses.
Price optimization uses three predictive models - claim propensity, market situation, and customer behavior - to set prices that maximize profits given constraints. An example is Parker Hannifin, which implemented demand-based pricing and saw profits rise from 7% to 21%. Price optimization integrates these models to predict how customers respond to price changes and identify optimal pricing strategies.
This document discusses how foreclosures can negatively impact the accuracy of real estate valuations used for property tax assessments. It proposes using a geographically weighted regression (GWR) approach in automated valuation models (AVMs) to better account for the localized spillover effects of foreclosures. The research analyzes property sales data and finds that including foreclosure variables in AVM modeling improved the coefficient of dispersion for valuations in 48% of neighborhoods, though it deteriorated in others, highlighting the need to include such variables strategically. Overall, the document argues that accounting for the spatial impacts of foreclosures can help promote greater accuracy and uniformity in mass appraisal valuations.
This document analyzes structural changes in the Brazilian industry from 1982-1997, a period of economic and institutional uncertainty. It explores how macroeconomic changes interacted with firm behaviors and industrial structure at the micro level. The analysis focuses on how firms adapted strategies in areas like sales, finance, production and investment to develop flexibility in responding to uncertainty. While uncertainties decreased after 1994, the analysis suggests firms developed in different ways and uncertainty still influences industry composition.
The International Journal of Engineering and Science (The IJES)theijes
The International Journal of Engineering & Science is aimed at providing a platform for researchers, engineers, scientists, or educators to publish their original research results, to exchange new ideas, to disseminate information in innovative designs, engineering experiences and technological skills. It is also the Journal's objective to promote engineering and technology education. All papers submitted to the Journal will be blind peer-reviewed. Only original articles will be published.
The papers for publication in The International Journal of Engineering& Science are selected through rigorous peer reviews to ensure originality, timeliness, relevance, and readability.
Earnings and stock returns models evidence from jordanAlexander Decker
This document summarizes a study on the relationship between earnings and stock returns in Jordan. It examines three models - price, return, and differenced - to analyze the association between accounting measures like earnings per share and stock price changes. The results show a positive and significant relationship between earnings and stock prices/returns in all three models. However, the forecasting ability is lower for the return and differenced models compared to the price model. The study recommends improving the return-earnings relationship by aggregating data over a longer period.
Financial determinants of the accounting choice to capitalize expenses: The c...inventionjournals
The main objective of this study is to explore the impact of financial distress on the managerial choice of accounting methods with a primary focus on the detection of the financial determinants of the accounting choice to capitalize expenses. The research design employs multivariate discriminant analysis (MDA) and logit analysis to construct a model for the prediction of the managerial decision to capitalize expenses. The results of this study provide evidence in support of the contracting cost literature since the managerial decision to capitalize expenses is mainly guided by financial determinants such as earnings growth, corporate dividend policy and financial distress. The contribution of this paper is the detection of the financial determinants of the accounting choice to capitalize expenses and the provision of a model for the prediction of the preceding managerial choice.
Financial determinants of the accounting choice to capitalize expenses: The c...
Similar to Brennan, Niamh M., Daly, Caroline A. and Harrington, Claire S. [2010] Rhetoric, Argument and Impression Management in Hostile Takeover Defence Documents, British Accounting Review, 42(4)(December): 253-268. British Accounting Review Best Paper Award 2010
Brennan, Niamh [2000] An Empirical Examination of Forecast Disclosure by Bidd...Prof Niamh M. Brennan
This paper examines voluntary disclosure of profit forecasts by bidding companies during takeovers. Disclosure is examined from two perspectives: (i) factors influencing disclosure and (ii) the influence of good news and bad news on disclosure.
Takeover documents published during 701 takeover bids for public companies listed on the London Stock Exchange in the period 1988 to 1992 were examined.
Two variables accounted for almost all the influences on disclosure of forecasts: bid horizon and type of bid. Probability of forecast disclosure was greater the shorter the bid horizon and during contested bids. In addition, there was some evidence that the nature of the purchase consideration offered by the bidder (cash or paper) and the industry of the bidder influenced disclosure. Disclosure was significantly more likely in paper bids and in the durable goods industry.
Forecasts were more likely to be disclosed when firms had good news to report.
30 YEARS OF MERGERS AND ACQUISITIONS RESEARCH RECENT ADVANCES AND FUTURE OPP...Rhonda Cetnar
This document summarizes recent research on mergers and acquisitions from the past 30 years. It discusses three primary streams of research that have focused on strategic fit between acquiring and target firms, organizational fit, and the acquisition process itself. While research has provided insights into these areas, failure rates of M&As have remained high. The document reviews recent advances in the different research streams but notes opportunities remain to develop a more holistic understanding of M&A performance and consequences through future research.
Merkl-Davies, Doris M. and Brennan, Niamh M. [2007] Discretionary Disclosure ...Prof Niamh M. Brennan
This paper reviews and synthesizes the literature on discretionary narrative disclosures. We explore why, how, and whether preparers of corporate narrative reports use discretionary disclosures in corporate narrative documents and why, how, and whether users react thereto. To facilitate the review, we provide three taxonomies based on: the motivation for discretionary narrative disclosures (opportunistic behavior, i.e. impression management, versus provision of useful incremental information); the research perspective (preparer versus user); and seven discretionary disclosure strategies.
The document summarizes William Beaver's perspectives on major areas of capital markets research over the past ten years. It discusses five key areas: market efficiency, Feltham-Ohlson modeling, value relevance, analysts' behavior, and discretionary behavior. Regarding market efficiency, it notes that recent studies have found evidence of market inefficiency in areas like post-earnings announcement drift and market-to-book ratios. It also discusses links between market efficiency and analysts' behavior in processing accounting information.
The document summarizes the key risks and rewards of IT outsourcing and insourcing based on a review of 10 pieces of literature. For outsourcing, the primary risk identified is contract/trust issues, while the primary reward is reduced costs. For insourcing, complacency and resistance to cost reduction are key risks, while lower costs and improved service levels are rewards. Selective sourcing is presented as a better alternative to minimize risks compared to total insourcing or outsourcing.
Plan sponsors hire and fire investment management firms to manage retirement plan assets totaling $6.3 trillion. The study examines the hiring and firing decisions of 3,400 plan sponsors between 1994-2003. It finds that plan sponsors hire managers after periods of strong excess returns, but these returns do not continue afterward. Managers are terminated for various reasons, including but not limited to underperformance, and excess returns after firings are indistinguishable from zero. When comparing returns from fired vs. newly hired managers, staying with fired managers would have yielded similar returns. Hiring and firing patterns vary based on plan sponsor characteristics.
Research Paper: Returns of Merger and Acquisition activities in the Restauran...neha singh
This study examines returns from merger and acquisition activities in the restaurant industry between 1985 and 2005. It finds that target companies experience significant positive returns, consistent with other research. However, bidding company returns are close to zero and not statistically significant. This may be due to high competition in the restaurant industry, which pressures companies to be more aggressive bidders, lowering their returns. While M&As aim to generate synergies, some are motivated by management self-interest and hubris, and long-term post-acquisition performance must be examined to determine M&A success rates.
The main objective of this study was to establish the effect of Mergers and Acquisition (M&A) on a firm’s competitive advantage in the IT industry. A descriptive research approach was adopted with a target population comprising of all employees atHewlett Packard Company (HP) in Nairobi, Kenya.Horizontal mergers were found to be the most common types of mergers. These mergers weremainly driven by external economies of scale, market power, combined complimentary resources and customer service quality. The findings also established that the major elements of competitive advantage were volume of transactions and markets share. External economies of scale, market power and combined complimentary resources contributed positively to competitive advantage while surplus funds and idle resources did not drive competitive advantage. Based on the study,researchers recommended that decisions on M&A should be based on first understanding which facets of the business will be driven by the M&A in order to derive a competitive advantage. In addition, there is need for companies to do progress evaluation of the M&A specifically to review its impact on competitive advantage.
This document summarizes a research paper that examines "hot" debt markets and their impact on corporate capital structure. The paper finds that:
1) Perceived favorable capital market conditions and information asymmetry costs are important factors that lead firms to issue more debt during hot debt market periods.
2) Firms with high information asymmetry costs issue significantly more debt when debt market conditions are hot compared to when markets are cold.
3) Hot debt market issuance has a persistent effect on the capital structure of issuing firms, which do not actively rebalance their leverage levels over the long-term as capital structure theories would predict.
This document examines factors that determine capital structure decisions of publicly traded U.S. firms. It finds that the most reliable factors positively associated with leverage are median industry leverage, firm size, intangible assets, and collateral, while the most reliable negative factors are bankruptcy risk, dividend paying status, market-to-book ratio. Less reliably but still generally supported are positive relationships with growth, tax rates, and interest rates, and negative relationships with stock return volatility, net operating losses, profits, and financial constraints.
Determinants of Corporate SocialResponsibility Disclosure .docxduketjoy27252
Determinants of Corporate Social
Responsibility Disclosure Ratings
by Spanish Listed Firms Carmelo Reverte
ABSTRACT. The aim of this paper is to analyze whether
a number of firm and industry characteristics, as well as
media exposure, are potential determinants of corporate
social responsibility (CSR) disclosure practices by Spanish
listed firms. Empirical studies have shown that CSR dis-
closure activism varies across companies, industries, and
time (Gray et al., Accounting, Auditing & Accountability
Journal 8(2), 47–77, 1995; Journal of Business Finance &
Accounting 28(3/4), 327–356, 2001; Hackston and Milne,
Accounting, Auditing & Accountability Journal 9(1), 77–108,
1996; Cormier and Magnan, Journal of International Finan-
cial Management and Accounting 1(2), 171–195, 2003; Cor-
mier et al., European Accounting Review 14(1), 3–39, 2005),
which is usually justified by reference to several theoretical
constructs, such as the legitimacy, stakeholder, and agency
theories. Our findings evidence that firms with higher
CSR ratings present a statistically significant larger size and
a higher media exposure, and belong to more environ-
mentally sensitive industries, as compared to firms with
lower CSR ratings. However, neither profitability nor
leverage seem to explain differences in CSR disclosure
practices between Spanish listed firms. The most influen-
tial variable for explaining firms’ variation in CSR ratings is
media exposure, followed by size and industry. Therefore,
it seems that the legitimacy theory, as captured by those
variables related to public or social visibility, is the most
relevant theory for explaining CSR disclosure practices of
Spanish listed firms.
KEY WORDS: corporate social responsibility disclosure,
Spain
Introduction
Over the last few decades there has been a growing
public awareness of the role of corporations in
society. Many of the firms which have been credited
with contributing to economic and technological
progress have been criticized for creating social
problems. Issues such as pollution, waste, resource
depletion, product quality and safety, the rights and
status of workers, and the power of large corpora-
tions have become the focus of increasing attention
and concern. In this context, companies have been
increasingly urged to become accountable to a wider
audience than shareholder and creditor groups. As a
matter of fact, public awareness and interest in
environmental and social issues and increased
attention in mass media have resulted in more social
disclosures from corporations in the last two decades
(Deegan and Gordon, 1996; Gray et al., 1995;
Hooghiemstra, 2000; Kolk, 2003). In the European
Union context, the publication of the Green Paper
(2001) by the European Commission launched a
wide debate on how the EU could promote cor-
porate social responsibility (CSR). Although there is
still no universal definition of CSR (Godfrey and
Hatch, 2007), mos.
Electronic copy available at httpssrn.comabstract=992650.docxSALU18
Electronic copy available at: http://ssrn.com/abstract=992650
Merger Arbitrage Profitability in China
Tuan Jason1, Zhang JinXin2, Hsu Jason3 Zhang Qiusheng4
1 School of Economics and Management, Beijing Jiaotong University, P.R.China, 100044
2 School of Economics and Management, Beijing Jiaotong University, P.R.China, 100044
3 Research Affiliates, LLC, CA 91101 & Merage School of Business, University of California at Irvine, CA 92697
4 School of Economics and Management, Beijing Jiaotong University, P.R.China, 100044
Abstract:This paper examines the profitability of
merger arbitrage strategies in China. Additionally, it
examines the presence of insider trading in the target
company, prior to the announcement of the M&A offer,
in the Chinese stock market.
Using a sample of 22 tender offer bids (from
January 2002 to December 2006) and applying standard
event study methodology, we find that the average
cumulative abnormal return (CAR) from a portfolio,
which purchases long the target firm is significant at
positive 17.7%, for voluntary tender offers (from day -30
to the announcement day 0). However, the average CAR
form day 0 to the resolution day is significant at negative
-4.14%. For mandatory tender offer, both the pre- and
post-announcement average CAR are not statistically
significant. These results suggest that there is no
opportunity for investors to profit from a
post-announcement long only strategy. In addition, the
significant pre-announcement price appreciation
followed by post-announcement negative return suggests
insider trading. Finally, the pattern of CAR for
mandatory tender offers is different from that for
voluntary offers, where the mandatory tender offer
events have no impact on the share price of target firm.
Keywords: Merger Arbitrage, Risk Arbitrage,
Insider Trading, Pre-Bid Price Appreciation, Merger and
Acquisition, Standard Event Study Methodology
1 Introduction
Merger Arbitrage is a key investment strategy
employed by financial institutions and sophisticated
investors in the developed capital markets. A specific
type of merger arbitrage involves an investment strategy
that purchases the shares of the target company
immediately after the announcement of a cash tender
offer. The strategy aims to take advantage of the spread
between the offer price and the post-announcement
market price of the target firm. Often times, the offer
price represents a significant premium over the market
price on announcement date. The premium may be
attributed to the potential synergy from the merger.
Intuitively, the target’s price should rise close to the offer
price on the announcement day. However, the
post-announcement market price of the target firm often
represents a significant discount relative to the offer
price. Two reasons account for the discount [1]. First,
successful completion of the merger is not a certainty.
Second, shareholder of the target firm must e ...
Brennan, Niamh and Marston, Claire [1999] A Comparative Analysis of Required ...Prof Niamh M. Brennan
This paper explores the extent to which there are significant differences in disclosure requirements under US, UK, international accounting standards. Previous research into international disclosure diversity has focused on an analysis of disclosure practices in different countries rather than on disclosures required by regulations in different countries.
Financial disclosures required by UK professional regulations and by International Accounting Standards (IASs) are summarised and classified using Barth and Murphy’s (1994) categorisation by purpose of disclosure and by category and subject. US, UK and international required disclosures are compared and areas of divergence are highlighted.
Although differences in required disclosures between the three regulatory regimes are evident from the analysis, these differences are not significant in the multivariate models tested. A notable difference is greater required disclosures in the UK/IASs concerning entity structures (business combinations, consolidations, segmental reporting etc.).A greater proportion of US required disclosures address risks and potentials and assess returns. A much greater proportion of UK/IASs disclosures related to items recognised in accounts.
The Financial Accounting Standards Board is currently examining the issue of disclosure effectiveness in the US. By highlighting areas of diversity in required disclosures in the US, UK and internationally this study will add insights to this discussion of disclosure effectiveness.
The document is a master's thesis that examines cross-listings in emerging and frontier countries. It contains 5 chapters: 1) Introduction, 2) Literature Review, 3) Methodology, 4) Findings, and 5) Conclusions. The Introduction defines cross-listing and identifies key drivers. It also classifies different types of cross-listings. The Literature Review introduces several theories on cross-listings and identifies the dependent variable of cumulative abnormal returns. It predicts the direction of impact for each theory. The Methodology chapter outlines the models, controls, and data sources used.
This document discusses a study that analyzes the relationship between hours worked during school and academic performance using unique data from a college with a mandatory work-study program. A naive OLS regression indicates working more hours is positively associated with better academic performance, but this does not account for endogeneity of hours worked. Instrumental variable estimators can help address endogeneity but finding good instruments is difficult. The study uses new data from Berea College, where all students receive tuition scholarships and must participate in work-study, to better understand how endogeneity may bias estimates of the impact of employment on academics.
07. the determinants of capital structurenguyenviet30
This document summarizes a research paper that investigates how firms in capital market-oriented economies (UK, US) and bank-oriented economies (France, Germany, Japan) determine their capital structures. Using panel data and regression analysis, the paper finds that firm size and tangibility of assets increase leverage, while profitability, growth opportunities, and share price performance decrease leverage in both types of economies. However, the impacts of some determinants vary between countries depending on differences in institutions and traditions. The paper also finds that firms have target leverage ratios but adjust to them at different speeds across countries.
Drawing on and integrating the resource-based view (RBV) and competitive dynamics literature,
this study developed an interaction model to explore competitive contests by investigating how the interaction
between technologically heterogeneous resources and competitive actions affects performance in the nascent
market. The proposed model was examined using structured content analysis and data extracted from more than
3,200 news articles regarding the interfirm rivalry between Google and Apple in the table industry. The findings,
first, indicate that in nascent markets, aggressive competitive action can exert a negative effect on firm
performance. Second, this paper presents empirical evidence supporting the RBV through testing how the
technological resource heterogeneity of these firms contributed to their performance (in terms of technological
value and technological rarity). Finally, we found that technological resource heterogeneity mitigates the
potentially negative effects of aggressive competitive action on the performance of high-technology firms during
the nascent cycle.
Does the capital assets pricing model (capm) predicts stock market returns in...Alexander Decker
This document examines whether the Capital Asset Pricing Model (CAPM) can predict stock returns in Ghana using data from selected stocks on the Ghana Stock Exchange from 2006-2010. The results found no statistically significant relationship between actual and predicted returns, indicating CAPM with constant beta cannot explain differences in returns. It was also found that some stocks were on average undervalued while one was overvalued over the period studied. The conclusion is that the standard CAPM model cannot statistically explain the observed differences in actual and estimated returns of the selected Ghanaian stocks.
Corporate governance in transition economies the case of different countries...Alexander Decker
This document discusses corporate governance in transition economies. It provides definitions and perspectives on corporate governance from the economic literature. Specifically, it discusses how corporate governance problems arise from the separation of ownership and control in companies. It also examines differences in corporate governance systems between countries, focusing on ownership concentration, legal protections for investors, and how these factors influence developed capital markets.
Workers co-determination and industrial productivityserena boccardo
This research proposal aims to explore the impact of codetermination, a form of corporate governance involving worker representation, on firm performance metrics like total factor productivity, efficiency, and growth. While previous research has found mixed results, the proposal will focus on analyzing codetermination's effects within the automotive industry using econometric techniques. The analysis is motivated by debates around balancing employee and shareholder interests through participation models and ensuring sustainable long-term growth.
Similar to Brennan, Niamh M., Daly, Caroline A. and Harrington, Claire S. [2010] Rhetoric, Argument and Impression Management in Hostile Takeover Defence Documents, British Accounting Review, 42(4)(December): 253-268. British Accounting Review Best Paper Award 2010 (20)
Brennan, Niamh and Clarke, Peter [1985] Objective Tests in Financial Accounti...Prof Niamh M. Brennan
A multiple choice questionnaire (MCQ) style examination typically consists of 20/30 short statements, each of which is followed by a number of alternative answers. Only one answer is strictly correct. This allows the examiner to mark candidates' responses in an objective rather than subjective fashion. This style of examination question has recently been adopted by the Institute of Chartered Accountants in Ireland and is also used in third level institutions.
MCQs have a number of advantages over traditional examination formats. First, they allow the examiner to ask questions on every topic on the syllabus and thus test the candidates range of knowledge. Perhaps more importantly, correction of answers is entirely objective and comparatively easy. Large numbers of scripts can be objectively tested in a short space of time.
Objective tests can also be an effective teaching tool. The topics covered in each chapter are logically sequenced so that as the student progresses through the chapter they build up their know¬ledge and skills in relation to that topic. In addition, the book emphasises problem areas and attempts to help students avoid common mistakes in financial accounting. Thus the tutor can indicate the correct solution and also explain or seek responses as to why other plausible answers are incorrect to the given statement. Such a process should ensure greater understanding of the topic under discussion.
This book is suitable for students taking introductory financial accounting examinations of the professional accountancy bodies, third level accounting students or other students studying introductory financial accounting courses. The three revision examinations at the end of this book are reproduced with the kind permission of the Institute of Chartered Accountants in Ireland.
03 14 brennan merkl davies accounting narratives and impression managementProf Niamh M. Brennan
This chapter examines impression management in accounting communication through four theoretical perspectives: economic, psychological, sociological, and critical. Impression management refers to organizations constructing impressions to appeal to audiences like shareholders and stakeholders. Discretionary accounting narratives in corporate reports are analyzed for seven communication choices that could constitute impression management. The chapter concludes by discussing implications for corporate reporting practice and suggestions for future research on how impression management may undermine reporting quality and influence stakeholder perceptions.
Brennan, Niamh M., Merkl-Davies, Doris M., and Beelitz, Annika [2013] Dialogi...Prof Niamh M. Brennan
We conceptualise CSR communication as a process of reciprocal influence between organisations and their audiences. We use an illustrative case study in the form of a conflict between firms and a powerful stakeholder which is played out in a series of 20 press releases over a two-month period to develop a framework of analysis based on insights from linguistics. It focuses on three aspects of dialogism, namely (i) turn-taking (co-operating in a conversation by responding to the other party), (ii) inter-party moves (the nature and type of interaction action characterising a turn i.e., denial, apology, excuse), and (iii) intertextuality (the intensity and quality of verbal interaction between the parties). We address the question: What is the nature and type of verbal interactions between the parties? First we examine (a) whether the parties verbally interact and then (b) whether the parties listen to each other.
We find evidence of dialogism suggesting that CSR communication is an interactive process which has to be understood as a function of the power relations between a firm and a specific stakeholder. Also, we find evidence of intertextuality in the press releases by the six firms which engage in verbal interaction with the stakeholder. We interpret this as linguistic evidence of isomorphic processes relating to CSR practices resulting from the pressure exerted by a powerful stakeholder. The lack of response by ten firms that fail to issue press releases suggests a strategy of ‘watch-and-wait’ with respect to the outcome of the conflict.
Brennan, Niamh M. and Flynn, Maureen A. [2013] Differentiating Clinical Gover...Prof Niamh M. Brennan
This document proposes new definitions to distinguish between clinical governance, clinical management, and clinical practice. It analyzes 29 existing definitions of "clinical governance" and finds they confuse governance, management, and practice roles. The document suggests 3 new separate definitions: clinical governance focuses on accountability, oversight, and setting standards; clinical management focuses on efficient service delivery through processes and resources; and clinical practice focuses on delivering high-quality care. Clearer distinctions between these roles could help implement clinical governance more effectively.
Brennan, Niamh M. and Conroy, John P. [2013] Executive Hubris: The Case of a ...Prof Niamh M. Brennan
Purpose – Can personality traits of Chief Executive Officers (CEOs) be detected at-a-distance? Following newspaper speculation that the banking crisis of 2008 was partly caused by CEO hubris, this paper analyses the CEO letters to shareholders of a single bank over ten years for evidence of CEO personality traits, including: (i) narcissism (a contributor to hubris), (ii) hubris, (iii) overconfidence and (iv) CEO-attribution. Following predictions that hubris increases the longer individuals occupy positions of power, the research examines whether hubristic characteristics intensify over time.
Design/methodology/approach – This paper takes concepts of hubris from the clinical psychology literature and applies them to discourses in CEO letters to shareholders in annual reports. The research comprises a longitudinal study of the discretionary narrative disclosures in the CEO letters to shareholders in eight annual reports, benchmarked against disclosures in the CEO letters to shareholders of the previous and subsequent CEOs of the same organisation.
Findings – Results point to evidence of narcissism and hubris in the personality of the Bank CEO. Over half the sentences analysed were found to contain narcissistic-speak. In 45% of narcissistic-speak sentences, there were three of more symptoms of hubris – what Owen and Davison (2009) describe as extreme hubristic behavior. In relation to CEO overconfidence, only seven (2%) sentences contained bad news. More than half of the good news was attributed to the CEO and all the bad news was attributed externally. The research thus finds evidence of hubris in the CEO letters to shareholders, which became more pronounced the longer the CEO served.
Research limitations/implications – The analysis of CEO discourse is highly subjective, and difficult to replicate.
Originality/value – The primary contribution of this research is the adaptation of the 14 clinical symptoms of hubris from clinical psychology to the analysis of narratives in CEO letters to shareholders in annual reports to reveal signs of CEO hubris.
Craig, Russell J. and Brennan, Niamh M. [2012] An Exploration of the Relation...Prof Niamh M. Brennan
This paper proposes a taxonomy to assist in more clearly locating research on aspects of the association between corporate reputation and corporate accountability reporting. We illustrate how our proposed taxonomy can be applied by using it to frame our exploration of the relationship between measures of reputation and characteristics of the language choices made in CEO letters to shareholders. Using DICTION 5.0 software we analyse the content of the CEO letters of 23 high reputation US firms and 23 low reputation US firms. Our results suggest that company size and visibility each have a positive influence on the extent to which corporate reputation is associated with the language choices made in CEO letters. These results, which are anomalous when compared with those of Geppert and Lawrence (2008), highlight the need for caution when assessing claims about the effects on corporate reputation arising from the language choice in narratives in corporate annual reports.
Brennan, Niamh [1996] Disclosure of Profit Forecasts during Takeover Bids. Do...Prof Niamh M. Brennan
This thesis examines disclosure of 250 profit forecasts in 701 UK takeover bids in the period 1988 to 1992 against five research issues:
• Factors influencing disclosure of forecasts
• Influence of prevailing market expectations
• Effect of disclosure of forecasts on the outcome of bids
• Factors influencing disclosure content in forecasts
• Whether forecasts disclosed convey good news
Logit analysis and negative binomial regression are the two primary statistical techniques used to analyse the results.
Results show the domination of the takeover-context of the research. Two variables accounted for almost all the influence on disclosure of forecasts for both bidders and targets: bid horizon and type of bid. Probability of disclosure of a forecast is greater the shorter the bid horizon and during contested bids.
In addition to bid horizon and type of bid, for bidders, year, value of bid and purchase consideration were significant, and for targets value of bid and industry were significant in one of the two models estimated.
Evidence supporting the hypothesis that forecast disclosure is more likely when market expectations are out of line with actual results is provided.
There is some evidence that forecasts by targets affect the outcome of bids, but there is no such evidence for bidders.
Takeover-context variables and forecast-related variables were most relevant in determining disclosures in forecasts. Disclosure content in forecasts was significantly greater during contested bids, in voluntary forecasts and in longer period forecasts. Significantly more assumptions were disclosed by target forecasters and in longer horizon forecasts.
Evidence shows a tendency to disclose good news, with some disclosure of bad news. Good news forecasts are more likely during contested bids. Targets are more likely to disclose bad news forecasts, but when bidders disclose bad news it tends to be worse on average than targets’ bad news.
Merkl-Davies, Doris M., Brennan, Niamh M. and McLeay, Stuart J. [2011] Impres...Prof Niamh M. Brennan
Purpose – Prior accounting research views impression management predominantly though the lens of economics. Drawing on social psychology research, we provide a complementary perspective on corporate annual narrative reporting as characterised by conditions of ‘ex post accountability’ (Aerts, 2005, p. 497). These give rise to (i) impression management resulting from the managerial anticipation of the feedback effects of information and/or to (ii) managerial sense-making by means of the retrospective framing of organisational outcomes.
Design/methodology/approach – We use a content analysis approach pioneered by psychology research (Newman et al., 2003) which is based on the psychological dimension of word use to investigate the chairmen’s statements of 93 UK listed companies.
Findings – Results suggest that firms do not use chairmen’s statements to create an impression at variance with an overall reading of the annual report. We find that negative organisational outcomes prompt managers to engage in retrospective sense-making, rather than to present a public image of organisational performance inconsistent with the view internally held by management (self-presentational dissimulation). Further, managers of large firms use chairmen’s statements to portray an accurate (i.e., consistent with an overall reading of the annual report), albeit favourable, image of the firm and of organisational outcomes (i.e., impression management by means of enhancement).
Research limitations – The content analysis approach adopted in the study analyses words out of context.
Practical implications – Corporate annual reporting may not only be understood from a behavioural perspective involving managers responding to objectively determined stimuli inherent in the accountability framework, but also from a symbolic interaction perspective which involves managers retrospectively making sense of organisational outcomes and events.
Originality/value – Our approach allows us to investigate three complementary scenarios of managerial corporate annual reporting behaviour: (i) self-presentational dissimulation, (ii) impression management by means of enhancement, and (iii) retrospective sense-making.
Brennan, Niamh M., Guillamon-Saorin, Encarna and Pierce, Aileen [2009] Impres...Prof Niamh M. Brennan
Purpose – This paper develops a holistic measure for analysing impression management and for detecting bias introduced into corporate narratives as a result of impression management.
Design/methodology/approach – Prior research on the seven impression management methods in the literature is summarised. Four of the less-researched methods are described in detail, and are illustrated with examples from UK Annual Results’ Press Releases (ARPRs). A method of computing a holistic composite impression management score based on these four impression management methods is developed, based on both quantitative and qualitative data in corporate narrative disclosures. An impression management bias score is devised to capture the extent to which impression management introduces bias into corporate narratives. An example of the application of the composite impression management score and impression management bias score methodology is provided.
Findings – While not amounting to systematic evidence, the 21 illustrative examples suggest that impression management is pervasive in corporate financial communications using multiple impression management methods, such that positive information is exaggerated, while negative information is either ignored or is underplayed.
Originality/value – Four impression management methods are described in detail, illustrated by 21 examples. These four methods are examined together. New impression management methods are studied in this paper for the first time. This paper extends prior impression management measures in two ways. First, a composite impression management score based on four impression management techniques is articulated. Second, the composite impression management score methodology is extended to capture a measure for bias, in the form of an impression management bias score. This is the first time outside the US that narrative disclosures in press releases have been studied.
Brennan, Niamh M. and Solomon, Jill [2008] Corporate Governance, Accountabili...Prof Niamh M. Brennan
Purpose – This paper reviews traditional corporate governance and accountability research, to suggest opportunities for future research in this field. The first part adopts an analytical frame of reference based on theory, accountability mechanisms, methodology, business sector/context, globalisation and time horizon. The second part of the paper locates the seven papers in the special issue in a framework of analysis showing how each one contributes to the field. The paper presents a frame of reference which may be used as a 'roadmap' for researchers to navigate their way through the prior literature and to position their work on the frontiers of corporate governance research.
Design/methodology/approach – The paper employs an analytical framework, and is primarily discursive and conceptual.
Findings – The paper encourages broader approaches to corporate governance and accountability research beyond the traditional and primarily quantitative approaches of prior research. Broader theoretical perspectives, methodological approaches, accountability mechanism, sectors/contexts, globalisation and time horizons are identified.
Research limitations/implications – Greater use of qualitative research methods are suggested, which present challenges particularly of access to the “black box” of corporate boardrooms.
Originality/value – Drawing on the analytical framework, and the papers in the special issue, the paper identifies opportunities for further research of accountability and corporate governance.
Brennan, Niamh M. and McGrath, Mary [2007] Financial Statement Fraud: Inciden...Prof Niamh M. Brennan
This document summarizes a research paper that studied 14 cases of financial statement fraud from the US and Europe. It found that senior management was usually responsible, and the most common method of fraud was recording false sales to meet external earnings forecasts. Fraud was typically discovered by management, either existing or new management taking over.
Brennan, Niamh and Kelly, John [2007] A Study of Whistleblowing Among Trainee...Prof Niamh M. Brennan
Over the last number of years whistleblowers have been gaining prominence. This paper investigates some of the factors that influence the propensity or willingness to blow the whistle among trainee auditors. Three categories of factors are examined: audit firm organisational structures, personal characteristics of whistleblowers and situational variables.
A survey of 240 final year students of the Institute of Chartered Accountants in Ireland was undertaken. Trainee auditors (just about to sit their finals) were asked about their confidence in internal and external reporting structures in their firms. Using four scenarios, audit trainees were questioned on their willingness to challenge an audit partner’s inappropriate response to concerns raised during the audit. Finally, audit trainees were asked about the influence of legal protection on their likelihood of whistleblowing.
Results indicate that where firms have adequate formal structures for reporting wrongdoing, trainee auditors are more likely to report wrongdoing and have greater confidence that this will not adversely affect their careers. Training increases this confidence. Trainee auditors also express a willingness to challenge an audit partner’s unsatisfactory response to wrongdoing. Significant differences were found in attitudes depending on whether the reports of wrongdoing were internal or external. The willingness to report wrongdoing externally reduces for older (aged over 25) trainees.
Brennan, Niamh [2006] Boards of Directors and Firm Performance: Is there an E...Prof Niamh M. Brennan
Reflecting investor expectations, most prior corporate governance research attempts to find a relationship between boards of directors and firm performance. This paper critically examines the premise on which this research is based. An expectations gap approach is applied for the first time to implicit expectations which assume a relationship between firm performance and company boards. An expectations gap has two elements: A reasonableness gap and a performance gap. Seven aspects of boards are identified as leading to a reasonableness gap. Five aspects of boards are identified as leading to a performance gap. The paper concludes by suggesting avenues for empirically testing some of the concepts discussed in this paper.
Brennan, Niamh and Gray, Sidney J. [2005] The Impact of Materiality: Accounti...Prof Niamh M. Brennan
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Brennan, Niamh M., Daly, Caroline A. and Harrington, Claire S. [2010] Rhetoric, Argument and Impression Management in Hostile Takeover Defence Documents, British Accounting Review, 42(4)(December): 253-268. British Accounting Review Best Paper Award 2010
1. Rhetoric, Argument and Impression Management
in Hostile Takeover Defence Documents
Niamh M. Brennan*, Caroline A. Daly ** and Claire S. Harrington**
*University College Dublin
** Deloitte
(Published in British Accounting Review, 42(4)(December 2010): 253-268.
Winner of the British Accounting Review Best Paper Award 2010
Address for correspondence:
Prof. Niamh Brennan, Quinn School of Business, University College Dublin, Belfield, Dublin 4.
Tel. +353-1-716 4704; Fax +353-1-716 4767; e-mail Niamh.Brennan@ucd.ie
2. Rhetoric, Argument and Impression Management
in Hostile Takeover Defence Documents
Abstract
This exploratory study extends the analysis of narrative disclosures from routine
reporting contexts such as annual reports and press releases to non-routine takeover
documents where the financial consequences of narrative disclosures can be substantial.
Rhetoric and argument in the form of impression management techniques in narrative
disclosures are examined. Prior thematic content analysis methods for analysing good
and bad news disclosures are adapted to the attacking and defensive themes in the
defence documents of target companies subject to hostile takeover bids. The paper
examines the incidence, extent and implications of impression management in ten
hostile takeover defence documents issued by target companies listed on the London
Stock Exchange between 1 January 2006 and 30 June 2008. Three impression
management strategies – thematic, visual and rhetorical manipulation – are investigated
using content analysis methodologies. The findings of the research indicate that
thematic, visual and rhetorical manipulation is evident in hostile takeover defence
documents. Attacking and defensive sentences were found to comprise the majority of
the defence documents analysed. Such sentences exhibited varying degrees of visual
and rhetorical emphasis, which served to award greater or lesser degrees of prominence
to the information conveyed by target company management.
While exploratory in nature, this paper concludes with suggestions for future more
systematic research allowing for greater generalisations from the findings.
Keywords: Defence documents; hostile takeover bids; impression management,
3. Rhetoric, Argument and Impression Management
in Hostile Takeover Defence Documents
1. Introduction
Financial disclosures in takeover documents, and the competitive nature of hostile
takeover bids, provide a unique setting in which to study rhetoric and argumentation in
financial reporting. Covaleski, Dirsmith and Samuel (1995) comment that accounting
can be used, not only to represent economic reality, but also as a rhetorical device.
Rhetoric in this paper refers to the use of language to persuade or influence others. This
research examines three impression management strategies in the hostile takeover
defence documents of target companies listed on the London Stock Exchange (LSE):
thematic manipulation, visual manipulation and the use of rhetorical devices.
Although the ostensible objective of defence documents is to reduce information
asymmetry between target company management and shareholders, it is possible they
are employed to serve more opportunistic purposes (Cooke, Luther & Pearson, 1998). In
hostile takeovers managerial motivations to engage in impression management, and thus
impact on the outcome of the bid, are likely to be stronger than in routine reporting
situations, as a result of (1) the threat to the employment prospects of target company
incumbent management (Schoenberg & Thornton, 2006); and (2) the importance of
share price as a critical determinant of the success or failure of the bid (Brennan, 1999,
2000). While the effects of impression management are usually short-lived in routine
corporate reporting, impression management in a hostile takeover situation could have
an impact upon the outcome of the bid, resulting in irreversible consequences for
shareholder wealth, industry structure and management structure (Botsari & Meeks,
2008).
This paper assumes impression management is a deliberate and intentional reporting
strategy. It is possible that reporting bias in publicly issued statements arises from
hubris – managerial optimism and overconfidence – resulting in ego-centric bias/self-
deception. However, most prior research supports an impression management
perspective (Staw, McKechnie & Puffer 1983; Abrahamson and Park 1994; Fiol 1995).
This research contributes to the literature on impression management in an accounting
context in two ways. Firstly, impression management is investigated in an original
1
4. corporate reporting context - that of hostile takeover defence documents. To date,
research on impression management in non-routine corporate reporting contexts has
been limited to a study of seasoned equity offerings by Lang & Lundholm (2000).
Brennan & Gray (2000) used examples from and relating to profit forecasts in takeover
documents to illustrate the use of rhetoric and argument during takeovers, but their
study did not apply rigorous content analysis methods in analysing the narratives. Our
paper adds to the work of Cooke et al. (1998) who examine the influence of 36 items of
disclosure in takeover defence documents on the outcome of the takeover bids. Their
work, however, is statistically based, whereas this study is exploratory, is based on less
quantitative data and is accompanied by a qualitative dimension. The second
contribution is methodological. Most thematic analysis in prior research has analysed
corporate narratives into positive and negative, often by reference to firm performance.
Given the hostile takeover bid context, this paper categorises disclosures between
attacking and defensive. Analysis of visual emphasis is extended beyond Brennan,
Guillamon-Saorin & Pierce (2009) to include six additional methods of visual emphasis.
Finally, in addition to repetition and reinforcement in Brennan et al. (2009), this paper
adds two rhetorical lexical devices – verbal form and engagement. These are
particularly suitable for application to the analysis of disclosures in hostile takeover
documents.
Section 2 of the paper introduces some of the prior literature, the regulatory framework
and the research questions. The research methodology is presented in Section 3 and
findings of the research are reported in Section 4. The paper concludes in Section 5 by
considering the research findings, the implications of the research and suggestions for
further research.
2. Literature review, regulatory framework and research questions
This section introduces the literature on hostile takeovers and impression management,
culminating in the questions addressed in the research.
2.1 Hostile takeover bids
A hostile takeover bid is one in which the initial offer by the bidding company is
opposed by target company incumbent management (Franks & Mayer, 1996; Powell,
1997). An unwelcome bid is usually aggressively and publicly rejected by the
2
5. management of the target company (Schwert, 2000; Andrade, Mitchell & Stafford,
2001). When a hostile takeover bid is announced, target company shareholders must
evaluate competing claims of the bidding and target companies and decide whether to
tender their shares or reject the offer (Hirshleifer & Titman, 1990). Rejection of a
hostile bid can be a ploy by the target company to bargain for an improved offer
(Powell, 1997; Schwert, 2000). A further motivation for management to recommend
rejection of the bid lies in the prospect of managerial job losses should the takeover
proceed (Schoenberg & Thornton, 2006). Thus, due to information asymmetry between
target company shareholders and management, and the motivations of target company
management to encourage shareholders to reject the hostile takeover bid, there exists
considerable scope for the manipulation of shareholders’ perceptions and actions
through impression management.
The principal regulatory requirements are of the UK Listing Authority (UKLA) and the
LSE’s Admission and Disclosure Standards. The requirements of the UKLA are
twofold: (1) to ensure the timely disclosure of all relevant (price-sensitive) information
and (2) to ensure the equal treatment of all shareholders. The City Code on Takeovers
and Mergers (Panel on Takeovers and Mergers, 2009) imposes additional rules. Rules
25.1, 30.2 and 32.6 of the City Code require the board of the target company to publish
a circular containing its opinion on the offer, or revised offer, as soon as practicable
following the publication of the offer document and normally within 14 days. In hostile
takeovers, such circulars take the form of defence documents. Defence documents must
be posted to shareholders, made readily available and prominently displayed, and an
announcement made in relation to their posting and location. Thus, the publication and
distribution of defence documents by target company management is a statutory
requirement in response to hostile takeover bids. However, in spite of the principles and
rules of the City Code, and the requirement of Rule 19.1 that each document published
during the course of an offer be accurately prepared and fairly presented, defence
documents remain unaudited in the UK.
Cooke et al. (1998) examine the influence of information, in the defence documents
issued during 79 takeover bids, on the outcome of the bids. They focussed on 36
disclosure characteristics, which they categorised into adverse comments about the
bidder, favourable comments on the target, factual information, forecast data and
3
6. physical characteristics of the takeover document. Disclosures were counted and each
disclosure variable was measured as a dichotomous variable count between successful
and failed bids. Their models included 12 additional control variables and a variable
measuring the length of the defence document. They find the two most significant
disclosures to be adverse comments on bidders’ gearing and the use of photo and
artwork in the defence documents. Cooke et al. (1998) find that the content of defence
documents does not influence the outcome of bids when outcome is measured as
success/failure and that disclosures in defence documents do not correct market
mispricing. Defence is more likely to be motivated to obtain an increase in the bid price
rather than to rebuff the unwelcome bid.
2.2 Impression management
Impression management “...is concerned with studying how individuals present
themselves to others to be perceived favourably by others” (Hooghiemstra 2000: 60). In
an accounting context it is perceived as “...distorting readers’ perceptions of corporate
achievements” (Godfrey, Maher & Ramsey, 2003: 96). Leary and Kowalski (1990)
identify three factors motivating impression management, which seem particularly
appropriate to a hostile takeover battle: (1) maximising expected rewards, including
maintaining and enhancing self-esteem, and identity creation. Since corporate reporting
is public, especially during a hostile takeover bid with a lot of press interest, managers
are assumed to be strongly motivated to engage in impression management in order to
obtain various material and social benefits (and possibly to enhance self-esteem and
create desired identity); (2) the value of the desired outcomes – the higher the value
attached to a particular outcome, the stronger the motivation to engage in impression
management. The value of desired outcomes is a function of resources. This means that
impression management motivation is higher when resources are threatened. Thus,
impression management should be stronger when firms are in situations of heightened
competition; (3) the discrepancy between desired and current social image – individuals
tend to portray images of themselves that are biased in the direction of their desired self-
image and strive to ensure that their public image is consistent with their social role. In
particular, they try to match their social images to prototypical characteristics fitting
their role and construct images of themselves that match the values and preferences of
significant others (e.g. shareholders).
4
7. 2.3 Research questions (RQs)
Merkl-Davies & Brennan (2007) identify seven impression management strategies in
previous studies. Three of these seven strategies are particularly relevant to rhetoric and
argument in takeover documents – thematic, visual and rhetorical manipulation. Three
research questions are addressed, concerning these three impression management
strategies. Previous research on impression management has found evidence of thematic
manipulation in routine corporate reporting contexts (Hildebrandt & Snyder, 1981;
Abrahamson & Park, 1994; Clatworthy & Jones, 2003; Rutherford, 2005; Brennan et
al., 2009). Such research has primarily focused on the reporting of good and bad news
or positive and negative financial performance. Lang & Lundholm (2000), the one study
of impression management in a non-routine corporate reporting context, does not
consider thematic manipulation. Impression management strategy thus remains under-
researched in a non-routine reporting context.
The ostensible purpose of a defence document is to promote the rejection of the hostile
takeover bid. In persuading shareholders to do the same, target company management
invoke multiple arguments to support their stance. Despite their diversity, each fall into
into one of two overarching themes: (1) attack the bidding company, or (2) defend the
target company. The extent to which attacking and defensive sentences are included in
defence documents is analysed. The research examines whether firms subject to hostile
bids are more likely to attack the bidding company, or to defend their own company and
actions, as justification for rejection of the offer.
RQ1: Are hostile takeover documents characterised by attacking and/or defensive
themes?
The second research question examines the use of visual emphasis in hostile takeover
defence documents. Staw et al. (1983) and Bowen, Davis & Matsumoto (2005) consider
the effects of the location and positioning of information in corporate documents and
find that companies emphasise information which is favourable to the company.
Brennan et al. (2009) identify three different forms of emphasis: (1) visual emphasis
through the use of presentational effects such as bullet points and colour, or through the
ordering or location of information; (2) emphasis through repetition of information; and
(3) reinforcement of information through the use of qualifiers. Cockcroft & Cockcroft
5
8. (2005) identify repetition and reinforcement not as visual emphasis but as rhetorical
devices used to enhance the persuasive appeal of an argument. Davison (2008)
investigates the use of repetition as a rhetorical strategy in BT’s annual reports from
1996-2001 as a means of reinforcing what the firm considers to be important issues.
Defence documents constitute a highly visual form of corporate communication. The
range and combination of visual emphasis techniques evident therein suggest
considerable scope for visual manipulation.
RQ2: Is visual emphasis used to enhance attacking and defensive themes in hostile
takeover documents?
As observed by Brennan & Gray (2000: 9), the contentious aspect of hostile takeover
bids suggests that rhetorical manipulation is likely to be more prevalent in such a non-
routine corporate reporting context. Rhetoric as an impression management strategy is
the art of persuasive discourse and the one-way flow of argument to influence the reader
in favour of a particular perspective (Young, 2003; Basso & Hines, 2007). Cockcroft &
Cockcroft (2005) classify rhetorical devices into four categories: (1) lexical choice; (2)
schematic devices; (3) sound patterning; and (4) figurative language. Sound patterning
and figurative language represent primarily literary persuasive tools and are not
considered in this paper. Lexical devices concern the appropriate choice of words or
language as persuasive tools (Cockcroft & Cockcroft, 2005). Schematic devices
comprise a broad range of rhetorical devices, including repetition and reinforcement
(amplification and diminution), antithesis, wordplay, puns and questioning.1
The purpose of defence documents is to persuade target shareholders to reject the
hostile offer. Target company managers present arguments why shareholders should
reject the offer. Such arguments are intended to manipulate the perceptions and opinions
of shareholders in favour of the actions proposed by target company managers (Young,
2003). Effective arguments are particularly important in hostile takeovers where
shareholders are free to choose between acceptance and rejection of the offer. Thus,
1
Such rhetorical devices have been studied in a corporate reporting context by Thomas (1997), Sydserff
& Weetman (2002), Yuthas, Rogers & Dillard (2002), Amernic & Craig (2004), Craig & Amernic
(2004a, 2004b), Bournois & Point (2006), Amernic, Craig & Tourish (2007) and Craig & Amernic
(2008).
6
9. defence documents as vehicles of argumentation and persuasion are ideal mediums
through which to investigate impression management via rhetorical manipulation.
RQ3: Are rhetorical devices used to enhance attacking and defensive themes in hostile
takeover documents?
Finally, in respect of each research question (where appropriate), differences in
impression management strategies between attacking versus defending sentences, and
between successful versus failed bids, are analysed for statistical significance.
3. Research methodology
This section of the paper outlines the selection of the sample and the content analysis
methods applied to analysing the hostile takeover defence documents.
3.1 Population and selection of sample cases
The population was identified from offer rejection notifications filed by target
companies with the Regulatory News Service of the LSE which is readily available
electronically. This involved four stages. Initially, the Regulatory News Service of the
LSE was searched for offer rejection notifications filed between 1 January 2006 and 30
June 2008 (the timeframe available on the Regulatory News Service at the time of the
research). Next, offer rejection notifications relating to mini-tender offers were
excluded. Mini-tender offers represent offers to acquire less than five per cent of target
company issued share capital (Gleason, Johnston & Madura, 2007). Similarly, offer
rejection notifications relating to contested bids were excluded. A contested takeover
bid is defined as one in which there are multiple bidders for the same target at the same
time, where target company management is not necessarily opposed to takeover
(Pickering, 1978; Holl & Pickering, 1988; Parkinson & Dobbins, 1993). The third stage
excludes offer rejection notifications which relate to the same hostile takeover bid.
Table 1 summarises the position.
7
10. Table 1: UK hostile takeover bids 1 January 2006 - 30 June 2008
Number
Offer rejection notifications1 per Regulatory News Service (RNS) (39)
Offer rejection notifications regarding mini tender offers2 0(1)
Offer rejection notifications regarding contested bids3 (not deemed hostile) (1)
Adjusted population of offer rejection notifications 37
Multiple offer rejection notifications relating to the same hostile bid4 (17)
Hostile bids per RNS 1 January 2006 - 30 June 2008 20
Source: Regulatory News Service of the LSE
1
Regulatory announcement of offer rejection filed by target company with RNS
2
Offer to acquire less than five per cent of target company’s issued share capital
3
Bid characterised by multiple bidders for same target, where target management not
necessarily fundamentally opposed to takeover
4
Constitute multiple rejections of same takeover bid
Stage four of population identification involves locating the defence documents. Of the
20 hostile takeover bids, defence documents were issued by 12 of the target companies.
Thus, the population from which the research sample is drawn consists of 12 defence
documents, as presented in Table 2.
Table 2: UK hostile takeover defence documents 1 January 2006 - 30 June 2008
Number
Hostile bids per Regulatory News Service (RNS) 20
No defence documents issued1 (12)
Bids for which an initial defence document exists 8
Bids for which a second defence document exists 3
Bids for which a third defence document exists 1
Population of defence documents 12
1
Not all hostile takeover bids result in the publication of a defence document
3.2 Sample cases, data sources and text analysed
From the population of 12 takeover defence documents, only ten were obtained. In one
case, following the successful takeover of the target by the bidding company, the
defence document was no longer available in the public domain. In the second case, the
contact details provided for the target company proved no longer valid and despite
considerable effort, the defence document could not be obtained. As only ten defence
documents were analysed, it is not possible to provide statistical generalisations from such
a small sample size. Nonetheless, some basic statistical tests are run on the data.
8
11. Takeover documents contain technical regulatory material which is not analysed in the
research. The study relied on official takeover defence documents and did not consider
other disclosure vehicles, particularly press releases, and possibly conference calls. A
more holistic analysis would include all disclosures in all forms of document issued
during a takeover battle. Table 3 sets out the defence documents and the text therein
analysed, comprising the sample. The length, number of sentences and word count
shown in Table 3 relate only to the narrative disclosures analysed rather than the
complete defence document. Considerable variability is evident between cases. Length
varies from a minimum of 12 to a maximum of 24 pages, 108 to 297 sentences and
1,727 to 7,548 words.
Table 3: Sample of defence documents 1 January 2006 - 30 June 2008
Target Bidder Year Length1 Sentences1 Word
(pages) (number) count1
1. London Stock Exchange Macquarie Group Ltd 2006 18 203 2,773
2. London Stock Exchange Macquarie Group Ltd 2006 14 183 3,015
3. NovaGold Resources Inc Barrick Gold Corporation 2006 19 297 7,548
4. Aer Lingus Group plc Ryanair plc 2006 22 243 2,938
5.Aer Lingus Group plc Ryanair plc 2006 13 159 2,362
6. Isotron plc Synergy Healthcare plc 2006 24 276 3,560
7. London Stock Exchange NASDAQ Stock Exchange 2006 24 262 3,596
8. London Stock Exchange NASDAQ Stock Exchange 2007 24 290 4,647
9. London Stock Exchange NASDAQ Stock Exchange 2007 12 112 1,727
10. Flomerics Group plc Mentor Graphics Inc 2008 12 108 1,970
182 2,133 34,136
Source: Regulatory News Service of the LSE
1
Excludes disclaimers, bases of calculation, trading updates, glossaries, appendices, reports and
recommendations of financial advisors.
The sample of ten takeover documents relate to six takeover bids. For a better
understanding of the cases, some contextual background for each of these six bids is
provided in Table 4. The events taking place during the progress of the takeover bids are
summarised. Table 4 also records the press and news releases issued during each bid.2
2
The chronology of press/news release issues is not reproduced for reasons of length in this paper.
However, this chronology shows the interactions between bidders and targets, where one (usually the
bidder) issues a press/news release which is immediately met with a responding press/news release from
the other side.
9
12. Table 4: Contextual background to each takeover bid in the exploratory study
1. Macquarie Group Ltd (Bidder) and London Stock Exchange (Target)
December 2005-February 2006
Rumours of a possible hostile bid for the London Stock Exchange from Australian investment
bank Macquarie commenced in August 2005. LSE was at that stage the subject of two other bids,
from Deutsche Borse and Euronext. Following a deadline for a bid set by the Takeover Panel,
Macquarie made a formal offer in December 2005. In February 2006, Macquarie lapsed its bid,
not having raised the price from the original £1.5 billion cash offer. There was extensive media
interest in and press coverage of the bid.
In addition to the offer document and two defence documents, eight press releases were issued
during the bid – three from Macquarie and five from the LSE.
2. Barrick Gold Corporation (Bidder) and NovaGold Resources Inc (Target))
US company Barrick Gold, the world’s largest gold producer, made a US$1.53 billion all-cash
hostile bid for Canadian NovaGold Resources in July 2006. This was the most fiercely contested
bid of the six in the sample. At the same time as the hostile bid, both companies competed for
takeover of another company, Pioneer Metals Corporation. Barrick Gold was eventually the
successful bidder. Court proceedings were used by NovaGold Resources alleging misuse of
confidential information and making of material misstatements by Barrick Gold. Barrick Gold
requested regulators to examine NovaGold’s poison pill takeover defence mechanism. A 10
percent increase in offer price failed to gain acceptance and the bid expired.
In addition to the offer document and one defence document, a total of 39 press releases were
exchanged during the bid – 19 from Barrick Gold and 20 from NovaGold.
3. Ryanair plc (Bidder) and Aer Lingus Group plc (Target)
Ryanair plc is an Irish publicly listed company. Aer Lingus Group plc is a former state airline
which went public in September 2006, with the Irish government retaining 25% in the company to
protect national strategic interests. There has been intense rivalry between Ryanair, Europe’s most
successful low cost airline carrier, and the state-owned airline since the mid-1980s. Shortly after it
went public, Ryanair (led by its larger-than-life CEO Michael O’Leary) unexpectedly acquired
19.2% of Aer Lingus in October 2006 and subsequently launched a takeover bid for Aer Lingus.
For Ryanair’s hostile bids to succeed, it would need support from the Irish government and its
25% shareholding in the company, and from the employee share ownership trust. There was
extensive media interest in this bid, with interventions from politicians in respect of the Irish
Government’s shareholding, and interventions from Aer Lingus unions in respect of employee
shareholdings.
Ryanair issued an offer document, while Aer Lingus issued two defence documents. Aer Lingus’s
website includes no press releases in respect of this bid, although there is some evidence from
press reports of the airline releasing at least one statement during the bid. Ryanair’s website no
longer contains press releases for 2006. However, judging from press reports, at least three press
releases were issued during the bid.
4. Synergy Healthcare plc (Bidder) and Isotron plc (Target)
Synergy Healthcare made a £143 million hostile approach for Isotron. This was a low-key hostile
bid attracting relatively little newspaper coverage.
In addition to the offer document and defence document, three press releases were issued during
the bid – two from Synergy Healthcare plc and one from Isotron.
10
13. Table 4: Contextual background to each takeover bid in the exploratory study (continued)
5. NASDAQ Stock Exchange (Bidder) and London Stock Exchange (Target)
NASDAQ, which had made a failed bid in March 2006, launched a second hostile bid for the
London Stock Exchange in November 2006 at the same price as the first bid of £2.7 billion. The
bid price represented a huge premium over Deutsche Borse’s earlier 2004 hostile bid. The bid
received extensive newspaper coverage and was subject to political comment. The bid was
vigorously fought, with allegations by NASDAQ that data in LSE’s takeover defence document
was misleading. NASDAQ’s bid failed as it did not attract shareholder support and the bid price
was not increased.
In addition to the offer document and three defence documents, ten press releases were issued
during the bid – two from NASDAQ and seven from the LSE.
6. Mentor Graphics Inc (Bidder) and Flomerics Group plc (Target)
US rival Mentor Graphics launched a hostile bid for UK Flomerics in May 2008. Flomerics then
opened bid talks with a possible white knight alternative which did not progress. Using a spoiling
tactic at Flomerics AGM, Mentor Graphics voted down three resolutions. In July 2008 Mentor
Graphics increased its offer, which Flomerics accepted.
In addition to the offer document and defence document, four press releases were exchanged
during the bid – three from Mentor Graphics and one from Flomerics.
Table 5 shows that four of the six bids failed (i.e., that the defence by the target was
successful), while two bids succeeded. Of the two bids that succeeded, the bid price
increased in both cases, pointing to success by the target if bid price is the measure of
success. It is not clear whether the mere putting up of a defence, as opposed to what was
said in the defence documents, influenced these outcomes.
11
14. Table 5: Outcome for each bid
Bidder and Target Defence document Outcome Bid price increase
(Original price, New price
of bid
and date of increase)
1. Macquarie Group Ltd and London Stock DD 19/1/2006 1 Fail None
Exchange DD 17/2/20062 Fail None
2. Barrick Gold Corporation
and NovaGold Resources Inc DD 12/8/20063 Fail $14.50-$16.00 8/11/2006
3. Ryanair plc and Aer DD 3/11/20064 Fail None
Lingus Group plc DD 1/12/20065 Fail None
4. Synergy Healthcare plc and Isotron plc DD 15/11/20066 Succeed 762.6p-839.5p 6/12/2006
5. NASDAQ Stock Exchange and London DD 19/12/20067 Fail None
Stock Exchange DD 18/1/20078 Fail None
DD 5/2/20079 Fail None
6. Mentor Graphics Inc and Flomerics DD 27/5/2008 Succeed £1.04-£1.22 2/7/2008
Group plc
Key: DD – Defence document
Sources for this table: (i) Bidder and target company websites; (ii) News services such as from Reuters;
(iii) Various news reports accessed through ABI Inform/Proquest and Lexis Nexis (News and Business)
3.3 Content analysis
Manual content analysis is used to analyse the narrative disclosures in the ten defence
documents. Subjectivity of coding is recognised by Deegan & Rankin (1996), Milne &
Adler (1999) and Guthrie et al. (2004) as one of the limitations of content analysis. The
research methodologies and coding categories adopted are supported by a detailed set of
coding instructions.3 Sentences are chosen as the recording units for thematic analysis,
rather than keywords or statements, for two reasons. The first is due to the importance
of contextual meaning when interpreting keywords (Milne & Adler, 1999).
Identification of themes through keywords alone is less likely to lead to an accurate
categorisation than would be achieved if themes are identified in the context of
sentences. Secondly, although the possibility of multiple themes within a single
sentence suggests that statements are a more sensitive unit of analysis, the increased
subjectivity surrounding the identification of statements has negative implications for
the reliability of the coding process. A degree of analytical sensitivity is sacrificed for
improved reliability. Stand-alone phrases in the defence documents are also included in
the definition of a sentence for the purpose of this research.
3
A copy of the detailed coding instructions are available from the authors on request.
12
15. The theme of each sentence is then coded as either attacking or defensive, or following
Lang & Lundholm, (2000), neutral. Neutral sentences include sentences which urge
rejection of the hostile bid, but which do not provide justification by means of either an
attack on the bid or bidding company, or a defence of the target company. A similar
dichotomous classification to Clatworthy & Jones (2003) is adopted to code attacking
and defensive sentences into nine categories according to the subject of the attack or
defence. An attacking sentence is one which represents an attack on: (1) the offer; (2)
the bidding company; or (3) bidding company management. A defensive sentence is one
which represents a defence of: (4) the target company; (5) target company management;
or (6) target company performance. In addition, positive sentences regarding: (7) target
company future prospects; (8) the market in which the target company operates; and (9)
target company investments, are classified as defensive, as they are deemed to represent
an implicit defence of the target company. Illustrative sentences coded as attacking and
defensive according to the subject of the attack or defence are presented in Example 1.
13
16. Example 1: Attacking and defensive sentences coded by subject of attack /defence
Subject of Example
attacking or
defensive sentence
A 1 Offer “Mentor Graphic’s 104p offer undervalues your company” (Flomerics
t defence document 2008, p. 2)
t
a 2 Bidding “We believe Mentor Graphics has not taken our latest trading update
c company into account in valuing the company” (Flomerics defence document
k 2008, p. 3)
i
n 3 Bidding “Ryanair does not possess the appropriate experience in managing,
g company and demonstrates a hostile attitude towards, a unionised workforce
management and has no experience in managing a long-haul business” (Aer
Lingus plc defence document 2006, p.5)
4 Target company “Flomerics has a pedigree of long-established market leadership
backed up by the strength of its product portfolio” (Flomerics defence
document 2008, p. 5)
5 Target company “We have an experienced management team which has returned
management shareholder value year on year by growing the business” (Flomerics
D defence document 2008, Letter from the Chairman)
e 6 Target company “Since 2004 we have achieved revenue growth year on year, from
f performance £10.2million to £16.3million in 2007” (Flomerics defence document
e 2008, Letter from the Chairman)
n 7 Target company “Flomerics intends to invest in its future and continue to expand its
s future prospects presence globally in order to gain market share and drive growth and
i profitability” (Flomerics defence document 2008, p. 5)
v 8 Target company “The world electronic thermal management software market is
e markets expected to grow by 10% per year over the next 5 years (Flomerics
defence document 2008, p. 6)”
9 Target company “The acquisition of NIKA has allowed Flomerics to access a wider
investments industry base and establish relationships with leading mechanical
computer aided design vendors” (Flomerics defence document 2008,
p. 5)
Source: Flomerics plc defence document 2008; Aer Lingus plc defence document 2006
The visual emphasis of attacking and defensive sentences is classified using ten forms
of visual emphasis. Defence documents often employ several visual forms
simultaneously, thus necessitating an adaptation of the methodology employed by
Brennan et al. (2009). Attacking and defensive sentences are coded into one of three
categories: (1) most-emphasised; (2) next-most-emphasised; or (3) least-emphasised.
Most-emphasised text is defined as: (1) headline; (2) sub-heading; (3) large font. Next-
most-emphasised text is defined as: (4) bullet point; (5) quotation marks; (6) capital
letters; (7) bold; (8) use of colour; (9) italics; or (10) underline. Finally, plain text with
no visual emphasis is categorised as least emphasised text. Example 2 illustrates
14
17. attacking sentences coded as most-emphasised, next-most-emphasised and least-
emphasised.
Example 2: Attacking sentences coded according to degree of visual emphasis
Most-emphasised
(p. 23)
Next-most-emphasised
(p. 18)
Least-emphasised (p. 2)
Source: London Stock Exchange defence document, January 2007
This study considers the use of two schematic devices (repetition and reinforcement)
and two lexical devices (verbal form and engagement). It is possible that repetition and
reinforcement is used by management to highlight the information considered most
effective in persuading shareholders towards its advocated actions. Repetition is
analysed in three ways: (1) the extent of repetition, (2) the type of information repeated
and (3) whether repetition serves to place greater emphasis on the themes of attack or
defence. The methodology is similar to that adopted by Brennan et al. (2009).
Repetition is defined as the reiteration of the same piece of information within the
defence document. A piece of information is deemed to be repeated even when there is
slight variation in one or two words in the sentence. Repetition is illustrated in Example
3.
15
18. Example 3: Repetition of information within a defence document
Sentence: “It disregards our unique strategic position” (p. 1)
Repetition 1: “Macquarie’s offer disregards our unique strategic position in global capital
markets and our strong growth prospects” (p. 2)
Repetition 2: “It disregards our unique strategic position” (p. 4)
Source: London Stock Exchange defence document, January 2006
Rhetorical reinforcement of sentences through the use of qualifiers has the potential to
emphasise the arguments. The methodology is adapted from that described by Brennan
et al. (2009). Each attacking and defensive sentence is coded according to the number of
times keywords are reinforced with a qualifier. A keyword is a word associated with the
subject of an attacking or defensive sentence, while a qualifier is a word associated with
a keyword to add prominence and emphasis through reinforcement. Example 4 shows
instances of reinforcement of attacking and defensive sentences.
16
19. Example 4: Reinforcement of attacking and defensive sentences through use of qualifiers
Sentence Number of Qualifier
reinforcements
A “The offer undervalues Flomerics’ market positioning” 0 N/A
t (p. 6)
t
a “Mentor Graphics’ unsolicited offer of 104p per share 1 ‘unsolicited’
c ignores our own belief in the financial prospects and
k growth potential of the business” (p. 2)
i
n “The Flomerics board, which has been so advised by 2 ‘wholly’;
g Jefferies, believes that the offer is wholly inadequate” ‘inadequate’
(Letter from the Chairman)
“We have grown the business’ cash balance by 0 N/A
D approximately £3million since the end of December
e 2007 to approximately £5.9million” (Letter from the
f Chairman)
e
n “Your management believes that Flomerics has built up 1 ‘substantial’
s a substantial reputation for quality of service, customer
i service and innovation” (p. 6)
v
e “We, the Flomerics board, are making determined 2 ‘determined’;
efforts to ensure that you can realise the true value and ‘true’
potential of your investment” (Letter from the
Chairman)
Source: Flomerics defence document 2008
The analysis of verbal form seeks to investigate whether the most forceful verbal form,
such as the imperative, is used in appeals to shareholders. All sentences are identified in
which the target company instructs or appeals to shareholders: (1) to reject the offer; (2)
to take no action in relation to the offer; and (3) not to accept the offer. Example 5
provides an illustration. Following Masocha & Weetman (2007), verbs in the sentences
so identified are coded as prescriptive, descriptive, or permissive. This study expands
these three coding categories to include the additional verbal form of imperative,
resulting in six coding categories for verbal form. Illustrative verbal forms are presented
in Example 6.
17
20. Example 5: Appeals issued by target company for shareholders to reject hostile takeover bid
Appeal Example
1. Reject the offer “You should reject the offer” (p. 3)
2. Take no action in relation to “Accordingly, the participating directors unanimously
the offer recommend that you take no action in relation to the offer” (p.
5)
3. Do not accept the offer “Do not complete any form of acceptance” (p. 22)
Source: Aer Lingus defence document 2006
Example 6: Illustrative examples of verbal form (in descending order of forcefulness)
Verbal form Example
1. Imperative (direct command) Reject the offer (LSE defence document, January 2006 p. 1);
Take no action (LSE defence document, January 2006, p. 4);
2. Prescriptive active (should) You should reject…the offer (LSE defence document, January 2006 p. 4);
If you have already tendered shares to Barrick's offer, you should
WITHDRAW them (NovaGold Resources Inc defence document, 2006,
front page);
3. Prescriptive passive (should be) The offer should be rejected; 1
No action should be taken 1
4. Descriptive active (present tense) Your Board recommends that you reject Macquarie’s offer (LSE defence
document, January 2006 p. 2);
5. Descriptive passive (present tense Shareholders are advised to reject the bid 1
passive)
6. Permissive (could, may) Shareholders could reject the bid, 1
Shareholders may reject the bid 1
1
As shown in Table 12, there were no examples of this verbal form in the ten defence documents in this research
The final rhetorical device examined concerns shareholder engagement by target
company management. The use of personal pronouns to motivate and create a sense of
solidarity with shareholders has been considered by Bournois & Point (2006). This
study adopts a similar approach in relation to the use of the personal pronoun ‘your’ as a
rhetorical device for enhancing shareholders’ sense of ownership of the company and
accordingly, their engagement in the decision to accept or reject the offer. Seven
keywords referring to the target company or its management are identified: (1)
company; (2) firm; (3) entity; (4) management (team); (5) managers; (6) directors; and
(7) board (of directors). These keywords preceded by the personal pronoun ‘your’ are
18
21. coded as ‘engaging’, while keywords which are not preceded in this manner are coded
as ‘non-engaging’. Example 7 demonstrates instances of keywords coded as ‘engaging’
or ‘non-engaging’.
Example 7: Engagement of references to target company or its management
Sentence Keyword Engagement
1 “Macquarie wants your company on the cheap” (p. 10) ‘company’ Engaging
2 “Your board continues to recommend strongly that you reject ‘board’ Engaging
Macquarie’s ill-considered offer” (p. 2)
3 “The success of our strategy and the management team’s ‘management Non-
ability to capitalise on our unique strategic position will team’ engaging
ensure an excellent outcome for the current financial year”
(p. 3)
4 “The directors will not be accepting the offer in respect of ‘directors’ Non-
their own shareholdings” (p. 4) engaging
Source: London Stock Exchange defence document February 2006
3.4 Reliability of the coding process
According to Milne & Adler (1999), there are two issues concerning reliability of the
coding process: (1) the reliability of the coding instrument and (2) the reliability of the
coded data set. Defence documents were separately coded by two of the authors,
following the coding instructions2. Krippendorff (2004) advocates a degree of inter-
coder reliability of 80 per cent. Concordance was achieved in 82 per cent of cases,
averaged across the analysis of the six impression management tactics examined, with
any discrepancies resolved through discussion. Coding in respect of visual emphasis,
verbal form and engagement resulted in a high degree of concordance. However, the
subjectivity associated with the coding of the subjects of the attacking and defensive
themes, the reinforcement of the sentences and the repetition of information resulted in
a lower percentage of agreement between the researchers, which required further
discussion.
4. Results
Table 6 provides some descriptive statistics summarising the data, highlighting the
considerable variability between the ten takeover documents, as evidenced by the ranges
19
22. between minimums and maximums and the standard deviations. It is possible that
variations arise because practices differ depending on whether target company
management wishes to reject the bid, rather than achieve an increase in offer price.
Table 6: Descriptive statistics on the impression management strategies in narrative disclosures
No. Average Minimum Maximum Standard
Subject of theme (see Tables 7 & 8) sentences Deviation
Attacking sentences 640 64.0 23 127 31.41
Defensive sentences 1,019 101.9 27 169 44.87
Total attacking or defensive sentences 1,659
Neutral sentences 474 47.4 23 147 36.69
Total sentences in takeover documents 2,133
Visual emphasis (see Table 9)
Most-emphasised 390 39.0 17 58 13.30
Next-most-emphasised 674 67.4 38 124 24.14
Least-emphasised 595 59.5 8 89 28.89
1,659
No.
Repetition (see Table 10) repetitions
Attacking themes 190 19.0 6 58 18.04
Defensive themes 234 23.4 1 38 10.51
424
No.
Reinforcement (see Table 11) reinforcements
Attacking themes 512 51.2 20 105 24.81
Defensive themes 1062 106.2 22 183 51.70
1,574
No.
Verbal form (see Table 12) sentences
Imperative 157 15.7 1 27 9.55
Prescriptive active 4 0.4 0 1 0.52
Prescriptive passive 0
Descriptive active 36 3.6 1 14 3.78
Descriptive passive 1 0.1 0 1 0.32
Permissive 0
198
No.
Engagement (use of ‘your’) (see references
Table 13)
Engaging 90 9.0 0 23 7.29
Non-engaging 226 22.6 6 95 26.64
316
20
23. 4.1 Thematic manipulation (RQ 1)
A total of 2,133 sentences were counted across the ten defence documents. The thematic
analysis is presented in two ways. First, Table 7 provides results on a case-by-case
basis, which provides further evidence on the variability in reporting practices between
cases. Second, Table 8 analyses themes by bid outcome. Table 7 shows that 78 per cent
of sentences in defence documents either attack bidding companies or defend target
companies. Arguments which present the target company in a favourable light are more
likely than those in which the bidding company is portrayed negatively. Defensive
sentences comprise 61 per cent and attacking sentences comprise 39 percent of the
attack/defensive sentences. Differences between failed bids and those that succeeded are
significant. Similar results are obtained when outcome is defined as bid price
increase/no increase. However, given the small sample size, it is not possible to draw
robust conclusions from these results.
Tables 7 and 8 shows that defensive sentences invoke arguments based on six different
subjects, while attacking sentences denounce only three different subjects. This suggests
that the range of persuasive arguments based on defensive themes is greater than
attacking themes. This may indicate greater breadth of defensive arguments, or more
focussed arguments in attacking sentences. Alternatively, target company managers
have greater knowledge of the target company than of the bidding company, and
accordingly the range of defensive arguments reflects this. Most defensive sentences
defend the target company and the target company performance, but practice is varied in
the ten defence documents. The Aer Lingus takeover documents emphasise target
company future prospects as does the second and third LSE/NASDAQ takeover
documents. The first LSE/NASDAQ takeover document defends the target company
market. While attacking sentences account for only 39 per cent of all attacking and
defensive sentences, sentences attacking the hostile offer account for 25 per cent of all
sentences. However, while most target companies’ attacking sentences focus on the
offer price, there is some variability in practice with both the Aer Lingus takeover
documents and the second LSE/NASDAQ takeover document focussing on the bidding
company.
21
25. Attacking and defensive sentences devoted to an attack/defence of bidding/target
company management account for only one per cent and three per cent of the total,
respectively. This result is unexpected for two reasons. Firstly, the nature of a hostile
takeover bid, which is launched by bidding company management and aggressively
rejected by the target company, would imply that the target company would seek to
undermine and discredit those specifically responsible for its initiation (bidding
company management). Secondly, it would be expected that in promoting a favourable
impression of the target company, management would attempt to associate itself with
the positive organisational performance described throughout the defence documents.
The most common defensive arguments are those premised upon a defence of target
company performance, or of the target company itself. Target company future prospects
and developments within target company markets are also frequently presented as
reasons for rejection of the hostile bid.
Table 8: Thematic analysis by outcome of bid
Successful bids Failed bids
No. % No. %
Subject of theme sentences sentences
Attack 150 45% 490 37%
Defence 181 55% 838 63%
Total attacking/defensive sentences 331 100% 1,328 100%
Pearson chi-square test 7.927 (d.f. 1) Significance 0.005**
Attack
1. Offer 129 86% 279 57%
2. Bidding company 20 13% 199 41%
3. Bidding company management 1 1% 12 2%
Total attacking sentences 150 100% 490 100%
Pearson chi-square test 41.985 (d.f. 2) Significance 0.000**
Defence
4. Target company 65 36% 206 25%
5. Target company management 8 4% 45 5%
6. Target company performance 49 27% 287 34%
7. Target company future prospects 9 5% 152 18%
8. Target company markets 24 13% 102 12%
9. Target company investments 26 15% 46 6%
Total defensive sentences 181 100% 838 100%
Total attacking/defensive sentences
Pearson chi-square test 42.835 (d.f. 5) Significance 0.000**
** Significant at < 1%
23
26. 4.2 Visual emphasis (RQ 2)
Table 9 shows that most attacking and defensive sentences contain some form of visual
emphasis. For attacking sentences, plain text (least-emphasised) accounts for only 29
per cent of all sentences, with the remaining 71 per cent of attacking sentences coded as
either most-emphasised or next-most-emphasised. This compares with 60 per cent of all
defensive sentences containing some form of visual emphasis, with plain text sentences
accounting for 40 per cent. Thus, defensive sentences are less likely to contain any form
of visual emphasis than attacking sentences. Such a finding is interesting in the context
of the results of the thematic analysis which indicated that attacking arguments are less
likely. Therefore, while arguments premised upon a defence of the target company are
more frequent in the defence documents, they are subject to less visual emphasis than
the less frequent attacking sentences.
Table 9: Visual emphasis, thematic analysis and outcome of bid
Attack Defence Successful bids Failed bids
Visual emphasis category No. % No. No. % No.
sentences sentences % sentences sentences %
Most-emphasised 172 27% 218 22% 71 18% 410 23%
Next-most-emphasised 284 44% 390 38% 195 51% 612 35%
Least-emphasised 184 29% 411 40% 118 31% 727 42%
640 100% 1,019 100% 384 100% 1,749 100%
Pearson chi-square test 29.186 (d.f. 2) Pearson chi-square test 21.056 (d.f. 2)
Significance 0.000** Significance 0.00**
** Significant at < 1%
4.3 Rhetorical manipulation (RQ 3)
The results of each of the four methods of rhetorical analysis are presented below. Table
10 shows that information serving a primarily defensive purpose accounts for 55 per
cent of repetition, while that invoked for purposes of attack accounts for 45 per cent.
However, the majority of repetitions in NovaGold, Isotron and the third LSE/NASDAQ
defence documents repeat attacking themes. Appeals to shareholders to reject the hostile
takeover bid, and attacks on the offer of the bidding company, represent the most
frequently repeated pieces of information, accounting for 53 per cent of all repetitions.
Attacks on the offer account for 26 per cent of all repetitions. A further 24 per cent of
all repetitions concern positive information in respect of the target company (11 per
cent) and its performance (13 per cent). Attacks on the bidding company comprise six
24
27. per cent of all repeated information. The remaining 17 per cent of repeated information
has a theme of defence (16 per cent), with factual information accounting for one per
cent of all repetitions. Few repetitions pertain to either target or bidding company
management. Thematic analysis reveals that the range of defensive arguments is greater
than for attacking themes, simply reflecting the greater scope for repetition of
information in arguments premised upon a defence of the target company.
Table 10: Repetition, thematic analysis and outcome of bid
Successful bids Failed bids Total bids
Type of information No. % No. No.
repetitions repetitions % repetitions %
Attacking themes 64 50% 126 42% 190 45%
Defensive themes 63 50% 171 58% 234 55%
127 100% 297 100% 424 100%
Pearson chi-square test 2.285 (d.f. 2) Significance 0.131
Table 11 reveals that attacking sentences are less likely to be reinforced than defensive
sentences, with 47 per cent of attacking sentences containing no reinforcement,
compared with 38 per cent of defensive sentences. However, the majority of repetitions
in NovaGold and the third LSE/NASDAQ defence documents reinforce attacking
themes. Thus, there are some similarities in the pattern of repetition and reinforcement.
Of the attacking sentences, 48 per cent contain either one or two reinforcements, while
the figure in respect of defensive sentences is 52 per cent. Three or more reinforcements
per sentence account for only five per cent of attacking and ten per cent of defensive
sentences, respectively. Although the findings suggest that defensive sentences are more
likely to be reinforced at five of the six levels of reinforcement, the results indicate that
the majority of both attacking and defensive sentences contain some form of
reinforcement through the use of qualifiers. Of the attacking sentences, 53 per cent are
reinforced at least once through the use of a qualifier, increasing to 62 per cent for
defensive sentences. This suggests that reinforcement, as a method of adding emphasis
to attacking and defensive sentences, is a commonly used technique in the ten defence
documents analysed.
25
28. Table 11: Reinforcement, thematic analysis and outcome of bid
Attack Defence
Frequency of No. % sentences No. No % sentences No
reinforcements sentences reinforced reinforcements sentences reinforced reinforcements
0 299 47% 0 387 38% 0
1 219 34% 219 372 36% 372
2 90 14% 180 159 16% 318
3 21 3% 63 61 6% 183
4 8 1% 32 23 2% 92
5 1 5 9 1% 45
6 1 1% 6 6 36
7 1 ____ 7 2 1% 14
640 100% 512 1,019 100% 1,060
Pearson chi-square test 21.890 (d.f. 7) Significance 0.003**
Success Failure
Frequency of No. % sentences No. No % sentences No
reinforcements sentences reinforced reinforcements sentences reinforced reinforcements
0 125 38% 0 561 42% 0
1 121 37% 121 470 35% 470
2 63 19% 126 186 14% 372
3 14 4% 42 68 5% 204
4 7 2% 28 24 2% 96
5 1 0% 5 9 1% 45
6 0 0 7 1% 42
7 0 ____ 0 3 0% 21
331 100% 322 1,328 100% 1,250
Pearson chi-square test 9.520 (d.f. 7) Significance 0.217
Of the 198 sentences containing an appeal or instruction by the target company to reject
the bid, Table 12 reveals that 82 per cent of the verbs contained therein are in the most
forceful imperative form. Unexpectedly, descriptive active is second most common
verbal form, accounting for 16 per cent of all appeal sentences. NovaGold and
Flomerics primarily use descriptive active. In each of these cases, the bidder is a US
firm. Prescriptive active, the next-most forceful verbal form after imperative, accounts
for only two per cent of sentences.
26
29. Table 12: Verbal form of appeals to reject the hostile bid and outcome of bid
Sentences containing an appeal for rejection
Successful bids Failed bids Total bids
Verbal form No. % No. No. %
sentences sentences % sentences
Imperative1 10 63% 161 83% 171 82%
Prescriptive active2 0 0% 4 2% 4 2%
Prescriptive passive3 0 0% 0 0% 0 0%
Descriptive active4 6 37% 28 15% 34 16%
Descriptive passive5 0 0% 0 0% 0 0%
Permissive6 0 0% 0 0% 0 0%
16 100% 193 100% 209 100%
Pearson chi-square test 5.923 (d.f. 2) Significance 0.052
1
Reject the offer
2
Shareholders should reject the offer
3
The offer should be rejected
4
The board advises shareholders to reject the offer
5
Shareholders are advised to reject the offer
6
Shareholders may reject the offer
Table 13 shows most references to the target company or its management have no added
rhetorical emphasis through the use of the personal pronoun ‘your’. This result is
unexpected. Of the 316 keyword references identified, 72 per cent were coded as ‘non-
engaging’, indicating that they do not enhance the sense of engagement of the
shareholder in the decision-making process. However, the number of keywords coded
as engaging (28 per cent) indicates that while impression management through
rhetorical engagement is not as prevalent as expected, it cannot be eliminated as a
potential impression management strategy.
Table 13: Engagement and outcome of bid
References to target
company/management1 Successful bids Failed bids Total bids
Engagement (use of ‘your’) No. % No. No.
references references % references %
Engaging 16 30% 74 28% 90 28%
Non-engaging 38 70% 188 72% 226 72%
54 100% 262 100% 316 100%
Pearson chi-square test 0.042 (d.f. 2) Significance 0.837
1
Company; firm; entity; management (team); managers; directors; board (of directors)
27
30. 5. Discussion and conclusions
This research was undertaken to investigate the incidence, extent and implications of
selected impression management strategies in the hostile takeover defence documents of
target companies listed on the LSE. The use of rhetoric and argument in hostile takeover
documents provides insights into behaviour and motives of managers in the heat of such
battles. While the overall evidence of the impression management was strong in respect
of thematic, visual and rhetorical manipulation, results in relation to the particular
emphasis of attacking and defensive arguments were mixed. The thematic analysis of
the defence documents studied revealed the majority of sentences in the defence
document to be associated with the two themes of attack and defence. Within the
attacking and defensive sentences, arguments premised upon a theme of defence were
found to be the most prevalent. Managers used defensive themes most, so the maxim
“attack is the best form of defence” is not supported by these research findings. While
self-interest might motivate these defences, evidence of explicit self-interest is at a
minimum in terms of defence of target company managers, with most defences
focussing on the target company and its performance. Attacking themes are primarily
focussed on the bid price, with little attacking of the bidding company and even less of
its management.
However, the results of the visual emphasis analysis appeared to offer a redress for this,
with attacking sentences found to be awarded a greater degree of visual emphasis than
those considered defensive. This was then contradicted by the results of the rhetorical
analysis of the schematic devices of repetition and reinforcement, which found
defensive sentences to be subject to proportionally more repetition and reinforcement
than those which adopt a primarily attacking theme. Nonetheless, in spite of this
inability to draw a definitive conclusion, the results point to extensive use of impression
management through the thematic, visual and rhetorical manipulation of both the
attacking and defensive sentences. Taking account of the additional use of visual
emphasis and rhetorical techniques, it would appear that efforts to persuade are
considerable and are not often seen in other financial reporting contexts. Further
evidence of impression management is suggested by the strength of the results in
respect of the verbal form of target company appeals to shareholders, and in the
increasing use of engagement by target companies which issued more than one defence
document in response to the same hostile takeover bid.
28
31. The audience for disclosures in takeover documents is not restricted to shareholders.
Managers of the bidding company are likely to carefully read and analyse the narratives.
If these disclosures are brought to the attention of the media they can have a strong
public relations effect. However, it is also possible that the rhetoric in these public
documents is a façade, and does not reflect the power struggle and conflicting accounts
of the transaction behind the scenes, as Ng and de Cock (2002) found in their analysis
of one hostile bid.
5.1 Policy implications of research findings
Current UK regulatory requirements governing defence documents allow considerable
flexibility and choice in the disclosures in takeover documents. Advantage may be taken
of this flexibility. The accuracy of claims made in corporate documents is an issue,
particularly so during hotly fought takeover bids. Table 4 revealed that the target
NovaGold litigated against hostile bidder Barrick Gold for making material
misstatements. Allegations concerning inaccurate information have been made in the
more recent 2008 hostile takeover bid of Aer Lingus and Ryanair.4 Regulators need to
consider the imposition of stricter information and presentation obligations and
minimum disclosure standards in hostile takeover defence documents. Should auditors
be required to report on the truth and fairness of the information contained in defence
documents? Should the role of reporting accountants and financial advisors be expanded
to require them to consider the objectivity of the messages and information in takeover
documents? Similar recommendations might be made to those in the Operating and
Financial Review (Accounting Standards Board, 1993), which requires, inter alia, that
operating and financial reviews should be balanced and objective and should refer to
comments or statements made in previous documents published by the company.
4
“O’Leary said Aer Lingus chairman Colm Barrington and other board members misled investors with
claims made in a defence document last December that the airline was profitable and was growing its
short- and long-haul businesses.” Irish Times 9 May 2009. Ciaran Hancock.
29
32. 5.2 Suggestions for further research
This research is restricted to formal defence documents issued during takeover bids.
Further extensive verbal jousting, tit-for-tat and ‘war of words’5 between bidder and
target is seen in press releases. Future research could consider a wider variety of
disclosure vehicle beyond defence documents, including in particular press releases.
The content analysis methodology applied could examine the exchanges between both
parties and the interaction effects of narratives in one party’s documents on the
subsequent responses in the other party’s documents, possibly tracking themes and the
build up of arguments chronologically from document to document. The Barrick Gold-
NovaGold hostile bid in this paper with 41 documents issued during the bid, would be a
suitable bid in which to carry out such analysis.
Do managers of bidding companies employ the same impression management techniques
in their attack documents as the management of target companies employ in their defence
documents? Impression management techniques employed by bidding companies and
target companies in the offer and rejection documents, respectively, might be compared.
A further expansion of such a study could consider which techniques are more
successful in influencing the actions of shareholders. The outcome of the bid is readily
observable and hence it would be possible to identify trends relating to the effectiveness
of specific impression management strategies.
This research takes a supply side approach, only considering impression management
from a management perspective. The question remains – is impression management
effective or is it filtered out by users as management hyperbole? Prior research
examines this user-orientated perspective either through share price reaction studies or
through experiments. Such share price reaction studies and experiments have been
conducted in routine financial reporting contexts (for a summary of this literature, see
panels C and D, Table 2, Merkl-Davies and Brennan 2007). Building upon the findings
in this paper, these approaches could usefully be extended to non-routine contexts such
as hostile takeover bids.
5
We thank one of the reviewers for this phrase, and for suggestions in relation to this opportunity for
further research.
30
33. 5.3 Concluding comment
The evidence from this research, together with the implications thereof for the outcomes
of takeover bids, and the consequent repercussions for shareholder wealth and industry
structure, suggests that impression management within hostile takeover defence
documents should remain a priority for future study.
Acknowledgements
We acknowledge constructive feedback on earlier versions of the paper from
participants at an Accountancy Research Seminar, University College Dublin, March
2009, the 22nd Annual Conference of the Irish Accounting and Finance Association,
May 2009 and the 32nd Annual Congress of the European Accounting Association,
May 2009. We also thank the two anonymous reviewers, the associate editor and Mike
Jones and Howard Mellett (editors) for the phenomenal time and attention they gave
this paper to its advantage.
31
34. References
Abrahamson, E., Park, C., 1994. Concealment of negative organizational outcomes: an
agency theory perspective. Academy of Management Journal 37 (5), 1302-1334.
Accounting Standards Board. 1993. Operating and Financial Review, London,
Accounting Standards Board.
Amernic, J.H., Craig, R.J. 2000. Accountability and rhetoric during a crisis: Walt
Disney’s 1940 letter to stockholders. The Accounting Historian’s Journal 27(2),
49-86.
Amernic, J.H., Craig, R.J. 2004. 9/11 in the service of corporate rhetoric: Southwest
Airlines’ 2001 letter to shareholders. Journal of Communication Inquiry 28(4),
325–341.
Amernic, J., Craig, R., Tourish, D. 2007. The transformational leader as pedagogue,
physical, architect, commander and saint: five root metaphors in Jack Welch’s
letters to stockholders of General Electric. Human Relations 60(12), 1839–1872.
Andrade, G., Mitchell, M., Stafford, E., 2001. New evidence and perspectives on
mergers. Journal of Economic Perspectives 15 (2), 103-120.
Basso, J., Hines, R., 2007. Leading the charge for consumer acceptance. Corporate
Communications: an International Journal 12 (1), 94-107.
Botsari, A., Meeks, G., 2008. Do acquirers manage earnings prior to a share for share
bid? Journal of Business Finance and Accounting 35 (5/6), 633-670.
Bournois, F., Point, S., 2006. A letter from the president: seduction, charm and
obfuscation in French CEO letters. Journal of Business Strategy 27, (6), 46-55.
Bowen, R.M., Davis, A.K. and Matsumoto, D.A., 2005. Emphasis on pro forma versus
GAAP earnings in quarterly press releases: determinants, SEC intervention and
market reactions. The Accounting Review 80 (4), 1011-1038.
Brennan, N., 1999. Voluntary disclosure of profit forecasts by target companies in
takeover bids. Journal of Business Finance & Accounting 26 (7/8), 883-917.
Brennan, N., 2000. An empirical examination of forecast disclosure by bidding
companies. Accounting and Business Research 30 (3), 175-194.
Brennan, N., Gray, S.J., 2000. Rhetoric and argument in financial reporting: disclosures
in profit forecasts and takeover documents. Association of Chartered Certified
Accountants Occasional Research Paper No. 31, Certified Accountants Educational
Trust, London.
32
35. Brennan, N.M., Guillamon-Saorin, E., Pierce, A., 2009. Impression management:
developing and illustrating a scheme of analysis for narrative disclosures - a
methodological note. Accounting Auditing and Accountability Journal, forthcoming
Clatworthy, M., Jones, M.J., 2003. Financial reporting of good news and bad news:
evidence from accounting narratives. Accounting and Business Research 33, (3),
171-185.
Cockcroft, R., Cockcroft, S., 2005. Persuading People: an Introduction to Rhetoric.
New York: Palgrave Macmillan.
Cooke, T.E., Luther, R.G., Pearson, B.R., 1998. The information content of defence
documents in UK hostile take-over bids. Journal of Business Finance and
Accounting 25 (1/2), 115-143.
Covaleski, M.A., Dirsmith, M.W. and Samuel, S. 1995. The use of accounting
information in governmental regulation and public administration: The impact of
John R. Commons and early institutional economists. Accounting Historians
Journal 22 (1), 1 - 33.
Craig, R.J., & Amernic, J.H. 2004a. The deployment of accounting-related rhetoric in
the prelude to privatization. Accounting, Auditing and Accountability Journal
17(1), 41–58.
Craig, R.J., & Amernic, J.H. 2004b. Enron discourse: the rhetoric of a resilient
capitalism, Critical Perspectives on Accounting 15(6/7), 813–851.
Davison, J. 2008. Repetition, rhetoric, reporting and the ‘dot.com’ era: Words, pictures,
intangibles. Accounting, Auditing and Accountability Journal, 21(6), 791–826.
Deegan, C., Rankin, M., 1996. Do Australian companies report environmental news
objectively? An analysis of environmental disclosures by firms prosecuted
successfully by the Environmental Protection Authority. Accounting, Auditing and
Accountability Journal 9 (2), 50-67.
Fiol, C M. 1995. Corporate communications: Comparing executives’ private and public
statements. Academy of Management Journal 38 (2), 522-536.
Franks, J., Mayer, C., 1996. Hostile takeovers and the correction of managerial failure.
Journal of Financial Economics 40 (1), 163-181.
Gleason, K., Johnston J., Madura, J., 2007. Cause and effect of mini-tender offers. The
Quarterly Review of Economics and Finance 47 (4), 521-534.
Godfrey, J., Maher, P., Ramsey, A., 2003. Earnings and impression management in
financial reports: the case of CEO changes. Abacus 39 (1), 95-123.
33
36. Guthrie, J., Petty, R., Yongvanich, K., Ricceri, F., 2004. Using content analysis as a
research method to inquire into intellectual capital reporting. Journal of Intellectual
Capital 5 (2), 282-293.
Hildebrandt, H.W., Snyder, R.D., 1981. The Pollyanna hypothesis in business writing:
initial results. suggestions for research. Journal of Business Communication 18 (1),
5-15.
Hirshleifer, D., Titman, S., 1990. Share tendering strategies and the success of hostile
takeover bids. The Journal of Political Economy 98 (2), 295-324.
Holl, P., Pickering, J.F., 1988. The determinants and effects of actual, abandoned and
contested mergers. Managerial and Decision Economics 9 (1), 1-19.
Hooghiemstra, R., 2000. Corporate communication and impression management - new
perspectives by companies engaged in corporate social reporting. Journal of
Business Ethics 27 (1/2), 55-68.
Krippendorff, K., 2004. Content Analysis: An Introduction to Its Methodology. 2nd ed.,
Thousand Oaks: Sage Publications.
Lang, M.H., Lundholm, R.J., 2000. Voluntary disclosure and equity offerings: reducing
information asymmetry or hyping the stock? Contemporary Accounting Research
17 (4), 623-662.
Leary, M.R., Kowalski, R.M., 1990. Impression management: a literature review and
two-component model. Psychological Bulletin 107 (1), 34-47.
Masocha, W., Weetman, P., 2007. Rhetoric in standard setting: the case of the going-
concern audit. Accounting, Auditing and Accountability Journal 20 (1), 74-100.
Merkl-Davies, D.M., Brennan, N.M., 2007. Discretionary disclosure strategies in
corporate narratives: incremental information or impression management? Journal
of Accounting Literature 26, 116-194.
Milne, M.J., Adler, R.A., 1999. Exploring the reliability of social and environmental
disclosures content analysis. Accounting, Auditing and Accountability Journal 12
(2), 237-256.
Ng, W. and de Cock, C. (2002) Battle in the boardroom: A discursive perspective,
Journal of Management Studies 39(1), 23-49.
Panel on Takeovers and Mergers, 2009. City Code on Takeovers and Mergers, 9th ed.,
The Panel on Takeovers and Mergers, London, available at:
http://www.thetakeoverpanel.org.uk/new/.
34
37. Parkinson, C., Dobbins, R., 1993. Returns to shareholders in successfully defended
takeover bids: UK evidence 1975-1984. Journal of Business Finance & Accounting
20 (4), 501-520.
Pickering, J.F., 1978. The abandonment of major mergers in the UK 1965-75. Journal
of Industrial Economics 27 (2), 123-131.
Powell, R.G., 1997. Modelling takeover likelihood. Journal of Business Finance and
Accounting 24 (7), 1009-1030.
Rutherford, B.A., 2005. Genre analysis of corporate annual report narratives: a corpus
linguistics based approach. Journal of Business Communication 42 (4), 324-348.
Schoenberg, R., Thornton, D., 2006. The impact of bid defences in hostile acquisitions.
European Management Journal 24 (2/3), 142-150.
Schwert, G.W., 2000. Hostility in takeovers: in the eyes of the beholder? Journal of
Finance 55 (6), 2599-2640.
Staw, B.M., McKechnie, P.I., Puffer, S.M., 1983. The justification of organizational
performance. Administrative Science Quarterly 28 (4), 582-600.
Sydserff, R., Weetman, P., 2002. Developments in content analysis: a transitivity index
and DICTION scores. Accounting, Auditing and Accountability Journal 15 (4), 523-
545.
Thomas, J., 1997. Discourse in the marketplace: the making of meaning in annual
reports. The Journal of Business Communication 34 (1), 47-66.
Young, J., 2003. Constructing, persuading and silencing: the rhetoric of accounting
standards. Accounting, Organizations and Society 28 (6), 621-638.
Yuthas, K., Rogers, R., Dillard, J.F., 2002. Communicative action and corporate annual
reports. Journal of Business Ethics 41 (1/2), 141-157.
35