Дисертації з теми "Divestiture. Corporate restructuring. Corporate Governance"

How Is Divestiture Mode Choice Related To Value Creation? A Review and Research Agenda. Overlapping Directors and Underpricing of Divested Firms. Value Creation Through Equity Carve Outs: Board Composition Insights.

Thesis (M.B.A.)--Massachusetts Institute of Technology, Sloan School of Management, 2003.
Includes bibliographical references (leaves 79-82).
This thesis is to generally review the practices and cases in the global capital market places in regard to the divestitures as one of the corporate restructuring instruments and to confirm the generally acceptable hypothesis that the most of breakup cases driven by the strategic purpose of "focus and concentration" would be justified by the enhancement of shareholders value. And the discussion expands to the divestitures in Korea introduced in late 1990s, which prevailed and practiced widely in the market ever since, but in some cases, it was combined with formation of the holding company structure in accordance to the Monopoly Regulation and Fair Trade Act making the issue complicated one in regard to the reform and restructuring of major conglomerates, the "Chaebol" in Korea. The LG demerger cases were right in the center of the discussions, and this thesis is to address four hypotheses in regard to the background, key components, aftermaths, and the implication of the LG's transaction through which it would be assessed in terms of shareholders value and corporate governance in the context of Korean practice.
by Kisuk Yang.
M.B.A.

Thesis (Ph.D.) - University of Glasgow, 2008.
Ph.D. thesis submitted to the Faculty of Law, Business and Social Sciences, School of Law, University of Glasgow, 2008. Includes bibliographical references. Print version also available.

In the first essay titled "Divestitures and Acquisition Probability", I examine the relationship between a firm's divestiture activities and the likelihood that the firm will become an acquisition target. Using a logit model comparing a sample of target firms matched with a sample of non-target firms from 1986 to 2010, we find that a firm is 27 percent more likely to be acquired within three years of a divestiture activity than if there was no previous divestiture, and the effect is stronger for firms with fewer numbers of segments. Our finding is robust to modifications of control variables, to managerial entrenchment, as well as to alternative diagnoses. Consistent with the literature, we find the market reacts positively to a divestiture announcement. However, cross-sectionally we find the market reaction is positively related to whether or not the divesting firm adopts a golden parachute feature and negatively on the firm's number of segments which is related to the probability of future acquisition. In the second essay titled "The Choice of Divestiture and Long-run Performance: Asset Sell-off versus Equity Carve-out," I examine the post-divestiture long-run performance of two different choices of corporate divestiture, asset sell-offs versus equity carve-outs, and find that the choice of divestiture method has important implications for post-divestiture long-run performance. My findings show that the sell-off parents' long-run abnormal returns are significantly higher than those of the carve-out parents. I also find evidence that the long-term abnormal performance improves with a reduction in the diversification discount. The effect of the diversification discount is weaker for divesting parents with higher levels of R&D. My results further show that a firm's pre-divestiture number of segments and level of asymmetric information are positively related to the probability of an asset sell-off.

Thesis (Ph. D.)--West Virginia University, 2001.
Title from document title page. Document formatted into pages; contains vii, 109 p. : ill., map. Includes abstract. Includes bibliographical references (p. 105-109).

This thesis seeks to examme how the mechanism of international listing facilitates the adoption of better corporate governance practices in China's large state enterprises (SOEs). It argues that the causes of poor corporate governance in China's large SOEs are rooted in the discretion of policy makers to re-optimise policy decisions and the consequent opportunistic behaviour of management. Distinguishing itself from the popular view in recent literature, which suggests that in order to facilitate capital market development emerging economies should adopt governance systems that offer strong legal protection for investors, this thesis presents a historical review of the emergence of the joint stock company in the US and UK, which indicates that the absence of formal legal protection did not overly hinder the development of capital markets, or prevent large firms from raising significant sums of external equity. To better understand how international listing works in China, this thesis suggests an analytical paradigm which integrates the property rights perspective in economics and the resource-dependence perspective in management. An application of this integrated paradigm to the Chinese context shows that the ability of firms to overcome institutional constraints are to be sought, not just in the firm's ability to adapt to changes in its property rights configuration, but the interplay between changes in property rights and the firm-specific resources that enable it to respond innovatively to changes in its environment. The studies of the banking, telecommunication, and oil industries indicates that international listing can provide an effective mechanism to mitigate weak governance practices, provided enterprises are prepared to bond themselves, install more credible monitoring controls, and meet higher standards of corporate governance. Listing imposes a set of consistent rules on state enterprises, induces corporate restructuring and subjects enterprise management to external monitoring by international capital markets. By changing the institutional rules and incentives for management, it also provided management with the incentives to identify areas where they can legitimately pursue commercial activities. The findings suggest that a more immediate constraint for management in these industries is a lack of familiarity with the market mechanism.

Thesis (Ph. D.)--University of Oregon, 2001.
Typescript. Includes vita and abstract. Includes bibliographical references (leaves 73-75). Also available for download via the World Wide Web; free to University of Oregon users.

From 1992 onwards, the market for corporate control has been changing as a consequence of deregulation in the North American and West European electric utility industry. Motivated by the lack of consensus on the value creation of acquisitions in the deregulated electric utility industry, this study is conducted. Based on a three and eleven-day event window, cumulative abnormal returns (CARs) of 714 acquisition announcements between 1997 and 2017 stemming from North American and West European acquirers, it is found that acquisitions generate on average an insignificant CAR of 0.2%. West European bidders generate a significant return of 0.94% which outperforms the average CAR of -0.02% stemming from North American bidders. For the aggregate sample, it is found that geographic diversification strategies do not outperform each other and that industry-focussed deals outperform industry-diversified deals. North American managers should avoid cross-border deals within the North American region because these deals destruct shareholder value. West European managers should engage in geographic or industry-focussed deals because it is shown the stock market believes that these type of acquisitions generate synergies.

Issue de l’économie planifiée, l’entreprise publique vietnamienne s’est graduellement transformée d’une simple entité administrative non-autonome, en une entreprise commerciale de droit privé. Si le statut et le régime de l’entreprise publique vietnamienne ont, ces dernières décennies, fait l’objet de réformes substantielles, la place centrale réservée aux entreprises publiques au sein de l’économie vietnamienne n’a, en revanche, eu de cesse d’être réaffirmée. Les entreprises publiques, désormais rassemblées dans des conglomérats publics, ont vocation à être le socle et les fers de lance du développement économique du pays. Or, en dépit du soutien politique et des avantages compétitifs dont bénéficient ces conglomérats publics, ces derniers souffrent de graves difficultés financières et de lacunes sévères de gestion, affectant leur compétitivité et leur rentabilité. Les conglomérats publics se retrouvent, par conséquent, au cœur d’un processus de réforme, dont l’issue pourrait influencer l’évolution économique et politique du pays
Vietnam’s state-owned enterprises were initially established under the planned economy. Pursuant to substantial reforms during the past decades, Vietnamese state-owned enterprises have gradually evolved from non-autonomous administrative entities to autonomous business entities. They however remain at the centre of the Vietnamese economy, in the form of public conglomerates. Despite strong political support and competitive advantages, these public conglomerates nonetheless suffer from serious financial difficulties and management shortcomings. They lack competitiveness and profitability. Public conglomerates are, therefore, at the heart of a reform process, which outcome could influence the economic and political perspectives of the country

This thesis examines corporate governance consequences within US publicly-listed companies, following encounters with litigation. Corporate litigation can impose significant wealth losses upon the sued companies, giving rise to both agency and reputational incentives to instigate changes. The thesis addresses the issue of whether, and to what extent, public companies undergo internal changes following litigation, and examines the various penalties incurred by the executive officers of the sued corporations. A large sample of lawsuits filed against the Standard and Poor’s 1,500 companies during 2000-2007 is employed, comprising environmental violations, securities fraud, antitrust litigation, intellectual property infringements, and contractual disputes. The thesis further investigates the roles of lawsuit-specific characteristics, including the nature of allegations, their economic magnitudes, and their legal merits, in predicting the observed changes. Chapter 2 summarizes the literature documenting a decline in market valuation upon the filing of lawsuits against public companies, and briefly outlines the issues pertaining to each type of litigation examined in this thesis. Chapter 3 details the procedures for collecting litigation data, and explores the characteristics of the lawsuits included in the dataset. Chapter 4 investigates executive turnover following litigation filings. By employing probit regressions and the Heckman Selection Model, this chapter produces evidence that the filing of lawsuits is associated with an increase in CEO turnover within the defendant companies. The nature of the allegations (particularly securities, intellectual property, and antitrust lawsuits) and their legal merits (proxied by their manner of disposition) exhibit strong explanatory powers, indicating that agency concerns rather than reputational incentives appear to be driving the increased executive turnover. Chapter 5 investigates whether sued companies subsequently undergo restructurings in their boards of directors, by examining the change in board independence and size. Empirical evidence shows that board independence tends to increase, particularly following securities and contractual lawsuits. The changes are associated with the economic magnitudes of the lawsuits but not their legal merits. Chapter 6 focuses on the economic penalties imposed on the CEOs by a decrease in their remuneration. Empirical evidence shows that CEOs of sued companies tend to incur a reduction in cash and bonus compensation following litigation filings. The reduction is particularly associated with intellectual property and contractual lawsuits. Chapter 7 then examines the reputational penalties incurred by the CEOs following corporate lawsuit filings. It documents that, following securities lawsuits, CEOs are more likely to lose outside directorships held in other companies. Additionally, CEOs who depart from the sued companies during the period surrounding litigation filings tend to face an impaired prospect of finding comparative reemployment, especially following contractual lawsuits. This thesis contributes to the literature by extending the realm of the existing investigations beyond the traditional focus upon securities and fraud allegations. It examines the public companies’ responses to a diverse range of different types of corporate lawsuits. The findings shed light on corporate attitudes towards allegations of different natures. They also have implications for regulators, informing them of the non-legal penalties faced by managers of public companies for allegedly breaching the law.
Thesis (Ph.D.) -- University of Adelaide, Business School, 2013

碩士
中原大學
企業管理研究所
100
This study examines how divestiture announcements affects firm short-term return and long-term performance and examines the impact of corporate governance variables on firms’ performance. Different from previous literature, this research divides the sample into four categories: profitable, unprofitable, related, and unrelated firms. This research chooses Taiwan-listed, OTC, and emerging stock firms from 2002 to 2012 as samples and the results show that in the short-term, profitable firms have significant positive abnormal return, but unprofitable and related firms have significant negative abnormal return. And in the long-term, profitable, related and unrelated firms exhibit increasing long-term performance and unprofitable firms exhibit decreasing long-term performance. In addition, the regression results show a positive relation among independent board ratio, CEO duality and long-term firm performance. Finally, the results support a negative relation between the stockholdings of parent firms and the performance of their subsidiaries.

博士
國立政治大學
企業管理研究所
94
1.Ownership Restructuring Relationships Equity Carveouts and Spin-offs were called “Ownership Restructuring Relationships”. Equity Carveouts are usually followed by spin-offs. Spin-offs are more often associated with controlled subsidiaries. In a spin-off, a company distributes on a pro rata basis all the shares it owns in a subsidiary to its own shareholders. Two separate public corporations with the same proportional equity ownership now exist where only one existed before. Equity Carveouts means “ A company sells up to 20% of the stock of a segment to raise funds followed by a tax-free spin-off. Spin-offs are distinguished from equity carveouts, in which some of a subsidiariy’s shares are offered for sale to the general public, bringing an infusion of cash to the parent firm without loss of control. In any cases, management may seek to split the company into small pieces through a series of restructuring techniques. Including initial equity carveouts and subsequent spin-offs. 2.Wants Taiwan listed Companies have incurred on conflict between subsidiaries in recent years. They usually take the step of Restructuring ownership relationship to approach their strategy, we exploring the cause and consequence among financial strategy, corporate governance and performance. The purpose of this paper is to explore the decision whether can impact on ability of manager or not. First, to develop a new path is main contribution in Corporate Governance. Second, to enhance the diversified field referred as Governance. Third, Which can increasing wealth of owner at the issue of spin-offs and carveouts in Taiwan. Fourth, After enacted the decision, What effect are their needs and the relationship between strategy and performance? 3.Literature Review (1)Restructure Several studies have examined the market reaction to the announcement of carve-outs (Schipper and Smith, 1986) and spin-offs (Hite and Owers,1983;Miles and Rosenfeld,1983; and Schipper and Smith,1983) These studies demonstrate that the announcement of a corporate spin-off or carve-out is associated with positive stock price movements in the parents’ stock. The continuity of ownership in a spin-off implies that any subsequent changes in value from the reorganization accure to the existing shareholders of the parent corporation. Galai and Masulis claim spin-offs may erode the position of the bondholders causing a wealth transfer from bondholders to stock holders while leaving the value of the firm unchanged. Schipper and Smith also contend that the creation of publicly-traded firms results in new information sources which enable shareholders to more closely monitor the activities of managers, thereby reducing agency costs and enhancing shareholder wealth. The asset focus explanation has viewed spin-offs as improving the focus of a firm, thus serving to remedy the loss of focus inherent in a diversified conglomerate. (2)Restructure and owners wealth A significant positive stock price reaction was surrounding spin-off announcements. The source of the gains in spin-offs, however, is difficult to identify and validate. Authors have argued that spin-offs:  Mitigate an unwieldy organizational structure by increasing focus.  Enhance contracting efficiency  Reduce regulatory or tax constraints  Reduce information asymmetries regarding the operatons of parent firms  Are possible corrections of acquisition mistake.  Improve managers’ incentives to maximize shareholder wealth in spun-off firms. Allen et al(1995)also document an inverse relation between the gains to spin-offs and losses associated with prior takeovers of those units by the parent firm. Krishnaswami and Subramaniam(1999) find that information symmetries in parent firms are positively related to the excess stock returns around spin-off announcements. While Daley, Methrotra, and Sivakumar(1997)report that focus-increasing spin-offs earn higher announcement-period excess stock returns relative to spin-offs that do not increase focus. Cusatis, Miles, and Woolridge(1993)find that the market for corporate control has historically played a major role in the wealth gains to shareholders of firms involved in spin-offs. The sources of the increasing in shareholder wealth which accompanying the announcement of a corporate spin-off. However, are not apparent. Hite and Owers(1983) and Schipper ;and Smith(1983) document that shareholder gains are related to neither wealth transfer from other financial claimants nor to the beneficial resolution of inefficient legal to regulatory contractual relationships. (3) Information Asymmetry and Restructuring Practitioners and the popular press usually propose an information-related motivation for spin-offs. CEO of most firms involved in spin-offs claim that the spin-off improves the firm’s market value because investors are able to perceive value more clearly after the spin-off. As information asymmetry hypothesis that a spin-offs increasing value. because it mitigates the information asymmetry in the market about the profitability and operating efficiency of the different divisions of the firm. Several studies have empirically analyzed the source of shareholder gains around spin-offs. We may be classified as follow: (i) transfer of wealth from bondholders to shareholders. (ii) tax and regulatory advantages, (iii)restructuring of incentive contracts synergies hypothesis has received broad empirical support. As spin-offs transform a shingle firm into many firms that have separate stock market listings, they increase the number of traded securities and make the price system more imformative. (4) Internal Capital Market The relative efficiency of internal and external capital market transactions is a critical element in defining the boundaries of the firm. Mackie-Mason(1990) says that internal capital markets are an empirically important mechanism by which capital is allocated across and within lines of business. Alchian(1969) and Williamson(1970) argue that internal capital markets are more efficient than external markets because corporate headquarters is likely to be better informed than external suppliers of capital about investment opportunities. Meyer, Milgrom and Roberts (1992), Wulf(1997), Rajan et al(2000) and Scharfstein and Stein(2000) argue that rent seeking by division al managers can distort the functioning of internal capital markets, inducing corporate headquarters to allocate excessive capital to divisions with poor investment opportunities where rent-seeking incentives are strongest. Shin and Stulz(1998) evidence that when capital is reallocated across divisions, it does not seem to go in any systematic way to the divisions with the better investment opportunities. (5) Governance and Restructuring While a well-functioning system of corporate governance and control should contribute to the development of competitive advantage, internal control practices may not always operate effectively. The restructuring of the U.S. economy that followed this century’s fourth merger wave can be seen as inefficiencies associated with firms’ pursuit of financial self-sufficiently and conglomerate diversification. Having said this, the work on internal control is limited in two ways. First, there have been few studies that consider director attributes, as well as the identity and compensation of CEOs simultaneously. Most work considers each as a topic worthy of its own investigation. Of course, these CEO and director attributes all comprise interrelated aspects of internal corporate control. And second, While Walsh and Seward (1990) acknowledged that a voluntary corporate restructuring could be seen as an attribute of internal control. Relatively little empirical work has been done on the topic within a governance and control framework. Our goal is to examine the relationship between a voluntary corporate restructuring and the more traditional internal corporate control mechanisms identifies by Walsh and Seward (1990). 4. Research Design (1)Hypothesis H1: The Goal of Restructuring Ownership Relationship is positive related with enhancing Degree of Corporate Governance; also is positive related with reduce Earning Management. H1-1: A predictable variable is reducing diversification which has positive related with the share-hold-ratio increasing in institutional investor. H1-2: The more forecast error from analysts, the less do add-up share hold-ratio from institutional investor; also the more is earning management from managers. H1-3: Earning quality increasing is positive related with institutional investor add-up their holds; also is positive related with manager decreasing their earning management. H1-4: Capital Expenditure decreasing is positive related with institutional investor add-up their holds; also is positive related with manager decreasing their earning management. H2: Restructuring Ownership Relationship can enforce the structure of subsidiaries’ governance, also loft the ability of top management. H2-1: If Insider Trading Index is lower at the subsidiaries after restructuring, the relationship with reducing agency cost is positive. H2-2: Board is positive related with reducing the agency cost. H2-3: The more influence power index is, the less agency costs are at subsidiaries’ restructuring. H3: Announcement is positive related with wealth effect. H3-1: announcement has positive abnormal return during event window. H3-2: Spin-off has negative accumulate abnormal return during announcement. Carveout have positive accumulate abnormal return during announcement. H3-3: the long-term in wealth effect which after restructure is superior to before restructure. H4: Among governance, restructuring and performance have positive relationship. H5: the performance means after restructure is superior to before restructure. (2)Event study The original sample consisted of 101 firms parent companies had spun-off subsidiary common stock to their shareholders over the period 1990 to 2005, and either sample consisted of 79 firms parent companies had carved-out subsidiary common stock to outsiders. The mean adjusted return approached was used to compute abnormal returns. Recent evidence by Masulis(1994) as well as the more sophisticated market models in detecting abnormal performance when it is present. To determine the adjusted daily returns of a security, the average daily return over specified interval, the comparison period return(CPR), it taken as an estimate of the expected daily return for the period under study, the observaton period adjusted returns are then computed by subtracting the CPR from the daily return over the observation period. The CPR for the current study is based upon the average daily return from day –210 through day –21, the observation period extends from day –10 through day +10 using the following formula: a. Average standard abnormal return:ASR= 。 b. Accumulated standard abnormal return: CASR= 。 (3) Logistical regress model We will test the relationship between goal of restructuring and governance to use the method in logistical model. Because the binary variables can catch add or deduct from institutional investor. Institutional investor may be proxy variable of enforce structure of Corporate governance that is depended variable by us. In addition to proxy of governance, We select another depend variable which is transparency on finance to be a proxy variable of earning management in stead of agency cost. If hold-stock-ratio is adding means the structure is better in the wholly year. And if transparency-on-finance is deducting means the cost is saver in the wholly year. Through binary variable to test the relationship is worse than multi-regression model, we only want to know the meaning whether restructuring of owner relationship is function of corporate governance to find the effect on financial decision. Suppose that the strong relationship is existed between restructuring and governance, hence, we will explore relationships among governance, restructuring and performance in advance. (4) Simultaneous Equation model If ability can impact on financial decision and producing effect indirectly on governance, how do governance and performance can impact on financial decision? There are many papers to discuss the efficient of internal capital market where were related with governance and performance from inference. The evidence-paper is scarcity and also non-suitable on Taiwan. We Seemingly see the consequence is well between variables, their relationship may be interact to display on cause and consequence. 5. Conclusion (1) We get a strong evidence to support the goal can influence on governance. Institutional investors need the sign to adjust their stock and join the better governance. (2) To approve the refocusing hypothesis those improve the performance and manager’s ability. Their purpose of taking the corporate restructure is not only owner wealth but also to modulate the internal resource on conglomerate. (3) Spin-offs is difference from carve out on wealth effect from announcement period. But they also have the common effect is positive on announce day. Spin-offs have negative abnormal return prior to announcement and carve out have positive abnormal return through announce day. Our conclusion is different from west papers. (4) Ownership structure have influence on performance, Suppose that highly controlled parent company get more inflow than lower controlled parent company, in the meaning of controlling shareholder or block holders will influence on performance and ability of manager through corporate restructure.

碩士
國立成功大學
企業管理學系碩博士班
93
There have been 31 SOEs transferred to the private sector since the Taiwanese government revitalized its efforts on privatization in 1989. In the face of increasingly competitive environment, SOEs gradually lose their competitiveness and desperately need reform so as to regain the corporate health in the run up to privatization. Thus this study based on a survey on the board members of 16 SOEs and attempts to link the relationship among the board supervision, managerial conditions, types of reform chosen and performance consequences. The results of this research including: 1.The universal effect of the tenure of the board members and their sense of responsibility on the scope of the corporate restructuring is significant. Moreover, to compare with the managerial conditions, board members’ supervision has greater influence on the scope of the corporate restructuring. 2.The managerial condition is negatively associated with the scope of the corporate restructuring under the moderation of high uncertainty environments. However, the board members’ supervision is positively associated with the scope of the corporate restructuring under the moderation of internal abundant resources. 3.The corporate restructuring will benefit the performance if the restructuring is leaded by the board of directors. However, the relation will be negative if the restructuring is conducted by the company actively. 4.The restructuring will benefit the performance if the overall restructuring is conduct by the company actively.

Examining Board: Prof. Friedrich Kratochwil (EUI) ; Prof. Mary O'Sullivan (INSEAD, Fontainebleau) ; Prof. Martin Rhodes (supervisor) (EUI) ; Prof. Winfried Ruigrok (University of St. Gallen, HSG)
Defence date: 5 July 2003
PDF of thesis uploaded from the Library digitised archive of EUI PhD theses completed between 2013 and 2017

The recent growth of activism in the corporate landscape has presented itself with a change of paradigm in the governance of firms. In that sense, the literature on the topic is not unanimous regarding the creation of value driven by activism. This research aims to explore this topic, expanding on the dynamics of the relation between management and activist investors, as well as its effects on the targeted companies. Through the review of academic research and basing on news as sources of information, the multitude of outcomes from past activist campaigns in terms of its success suggests a practical example of the lack of consensus in the literature. Taking focus on the campaign run by the American fund, Elliott Management, on the Portuguese company, EDP – Energias de Portugal, supported by public information available in news sources, reports and presentations this research develops an analysis on its determinants and reflects on the overall success of the operation. The result of this research suggests activism may create value, yet its successfulness is contingent on a set of variables worthy of further analysis. Among these, there is an intrinsic component to be considered in an activist campaign which can be simply defined as the established dynamic between the activist investor and management of the targeted company. In this context, the background of the targeted company, motivation and size of the activist investor, as well as the level of cooperation between both agents are some of the determinants deemed most influential on the overall success of activist operations.
O crescimento recente do investimento ativista na realidade empresarial criou uma mudança de paradigma na gestão de empresas. Neste contexto, a literatura não é unânime em relação à criação de valor como consequência deste fenómeno. Este trabalho de pesquisa pretende explorar este tópico, abordando as dinâmicas de relação entre a gestão e os investidores ativistas, bem como os efeitos nas empresas-alvo. Através uma revisão de literatura e baseado em notícias como fontes de informação, a diversidade de resultados de casos práticos reflete a falta de consenso na literatura em relação ao tópico. O trabalho aborda a campanha realizada pelo fundo Americano, Elliott Management, na empresa Portuguesa, EDP – Energias de Portugal, considerando fontes de informação pública e desenvolve uma análise sobre os determinantes e o sucesso geral da operação. O resultado da pesquisa sugere que o ativismo pode criar valor, mas que está dependente num grupo de variáveis. Entre estas, existe uma componente intrínseca a ser considerada em qualquer campanha que pode ser simplificada como a dinâmica estabelecida entre o investidor e a gestão da empresa-alvo. Neste sentido, o passado da empresa, motivação e dimensão do investidor, assim como o nível de cooperação entre os dois agentes são alguns dos determinantes mais influentes no sucesso de campanhas ativistas.

JEL classification: G32: Financing Policy • Financial Risk and Risk Management • Capital and Ownership Structure • Value of Firms • Goodwill G34: Mergers • Acquisitions • Restructuring • Corporate Governance
Num momento em que os mercados bolsistas norte americanos estão a níveis record, com o Dow Jones acima dos 18000 pontos e o S&P 500 dos 2100 pontos, o tema em apreço surge com naturalidade ao ter-se verificado após um período de grande estagnação um aumento no número e valor dos IPO nos mercados norte-americanos no pós crise do subprime. Este facto associado a um grande volume de investimentos de empresas de Private Equity antes da crise do sub-prime em operações record em termos de montante por deal, como o LBO da Hilton Hotels Corporation com um EV de 26 mil milhões de USD, cuja performance operacional e a posterior saída ficaram condicionadas pelo ciclo económico depois de 2008, surgem atualmente com uma evolução positiva dentro de um contexto favorável da economia norte-americana. É neste enquadramento que surge o caso: “ Blackstone at the Gates? Hilton LBO”, que visa estudar o Leveraged-Buy-Out da Hilton Worldwide (“HW”) em apreço cujo desenrolar, desde a sua realização em 2007, passando pela reestruturação de dívida ocorrida em 2010, e pela posterior recolocação em bolsa em 2013. Assim este caso não é mais do que um desafiante reflexo de, como o contexto setorial e macroeconómico poderão ter influência na performance empresarial, sendo esse o ponto de partida deste caso que irá combinar conteúdos de private equity, avaliação e reestruturação de empresas, políticas de gestão das mesmas em termos de criação de valor, otimização balanço e de folha de resultados e relacionamento com os mercados de capitais. Adicionalmente, é ainda abordada a viabilidade de replicação do LBO da Hilton Worldwide com a congénere europeia Meliá Hotels International, descrito no companion case “Bárbaros en la Puerta, La Caída de Meliá”, onde se perspetiva a performance que uma operação semelhante poderá obter num espaço de saída do investimento de 5 anos.
The Hilton LBO with its 26 billion price tag was one the large investments of private equity firms before the sub-prime crisis, whose operating performance and the exit output were conditioned by the economic cycle after 2008.With a current favourable US economic context, combined with record levels at North American stock markets, the topic covered in this project follows a natural increase in number and value of IPO’s in US markets after the sub-prime crisis. It is in this context arises the case study, "Blackstone at the Gates? Hilton LBO ", which aims to study the Leveraged buy-out of Hilton Worldwide ("HW") with a focus on progress of HW LBO since its start in 2007, passing through debt restructuring and subsequent replacement on the stock exchange in 2013. This case study is a challenging reflex, as how the sectorial and macro economic context may have influence on business performance which is the starting point of this case. Amongst its content, there will be a combination of a broad range of topics: private equity, valuation, restructuring of companies, management policies in terms of value creation, balance and income sheet structure, and relationship with the capital markets. Furthermore, it will also be discussed the feasibility of Hilton Worldwide LBO replication with European counterpart Meliá Hotels International, described in the companion case "Bárbaros en la Puerta, La Caída de Melia". This particular case prospects the performance of a similar operation with a 5 years’ timeframe

In 2012, Europe was affected by the economic crisis, conditioning companies’ performance. This environment led to changes in the consumers’ lifestyle, increasing the unemployment rate and decreasing the disposable income. Additionally, the banking sector has also suffered several transformations in its corporate governance. The present dissertation, presented in the form of a case study, aims to study the real case of Millennium bcp as a Portuguese bank affected by the economic crisis, having forced to resort the state aid. The reader has the opportunity to study the BCP strategy to overcome the recession period between 2012 and 2017. Therefore, the case has the purpose of study the Recapitalization Plan that the bank was submitted and the corresponding Restructuring Plan. BCP performed as a company that explored its resources and capabilities to establish competitive advantage, taking benefits from its reputation, culture, values, strategic objectives, the relationship with different stakeholders, the unique brand and the adaptation of its corporate governance model. Additionally, there is a reflection about the potential tensions between different stakeholders and their possible solutions based on Stakeholder Matrix Approach. Finally, since banking sector is extremely volatile the case also analyzes the future challenges faced by the bank, such as keeping the decision center in Portugal, the expansion of the brand and the development of digital services.
Em 2012, a Europa sofreu uma crise económica condicionando o desempenho das empresas. Este ambiente alterou o estilo de vida dos consumidores, aumentando a taxa de desemprego e diminuindo o rendimento disponível. Adicionalmente, o sector bancário também sofreu alterações na sua governação corporativa. A presente dissertação, sob a forma de um estudo de caso, permite a análise do caso Millennium bcp, um banco português afetado pela crise económica, sendo obrigado a recorrer à ajuda Estatal. O leitor tem a oportunidade de estudar a estratégia utilizada pelo BCP para ultrapassar o período de recessão entre 2012 e 2017. Assim, o caso destina-se a analisar o plano de Recapitalização a que o banco foi submetido e o respetivo plano de Reestruturação. O BCP apresentou-se como uma empresa que explorou os seus recursos e capacidades para estabelecer vantagem competitiva, beneficiando da reputação, cultura, valores, objetivos estratégicos, relação com os ‘stakeholders’, marca e adaptação do modelo de governação corporativa. Adicionalmente, analisam-se os possíveis conflitos entres os diferentes ‘stakeholders’ e respetivas soluções, tendo por base a matriz dos ‘stakeholders’. Finalmente, já que o setor bancário é extremamente volátil, o caso também analisa os futuros desafios do banco, tais como a permanência do centro de decisão em Portugal, a expansão da marca e o desenvolvimento de serviços digitais.