Cross-border and domestic minority acquisitions and financial constraints: Reaping big benefits from small shareholders

Abstract

Research Question/Issue Do the motivations of cross-border minority acquisitions differ from those of domestic minority acquisitions? We examine and compare the underlying motivations for and consequences of domestic and cross-border minority acquisitions by analyzing data from transactions that took place across 31 countries over a 13-year period.

Research Findings/Insights Using a sample of 11,926 domestic and cross-border minority acquisitions, we show that the interplay of financing and country-level governance motives is the main driver of such deals in both settings. We find that financially constrained firms are more likely to engage in both domestic and cross-border minority acquisitions, even in the face of higher information asymmetry and transaction costs that international transactions entail. In the wake of either domestic or cross-border deals, financially constrained firms' long-term debt increases; their short-term debt, cash holdings, and equity decrease. The greater likelihood of minority acquisitions of financially constrained firms is explained by the degree of corporate governance institutions in the country in which the targeted firm is based and by differences in levels of creditor and shareholder protections between the home countries of the targeted and acquiring firms involved. Our results remain robust after controlling for alternative explanations such as the contracting motive, the gravity model of foreign transactions, economic development levels, and differences in tax and exchange rates.

Theoretical/Academic Implications Our results extend prior literature on mergers and acquisitions that have focused solely on control transfers or domestic deals. We provide empirical evidence for the importance of jointly considering financing and governance motivations in seeking to explain domestic and cross-border minority acquisitions and their consequences in alleviating financial constraints. We provide new evidence on how firm- and country-level characteristics interact to affect minority acquisitions.

Practitioner/Policy Implications Our results offer valuable insights for business policy by highlighting how firms can circumvent financial constraints through partial integration, especially in cross-border settings. The results also offer evidence of beneficial ex post outcomes for targeted firms' leverage and liquidity. In terms of public policy, the results show that minority shareholder protections improve the equity market and provide a positive externality to the debt market through a certification effect.