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2016 | 26 | 1 | 19-44
Article title

The time to completion of a legal merger: General concepts, statistical analysis and the case of Poland

Content
Title variants
Languages of publication
EN
Abstracts
EN
The legal process involved in domestic mergers has been considered. European Union regulations were investigated, as well as their direct transposition into Polish legislation. The process itself always consists of managerial, ownership and registration phases. Nevertheless, these phases are not homogeneous and may take different courses depending on the provisions prescribed by the regulations. Several methods of measuring the time to complete mergers have been presented. In the empirical part of the article, the definition of the private time to completion has been adopted which assumes that that the procedure starts by drafting the terms of the merger and ends with the registration of the merger. The influence of different provisions on this measure has been analyzed for the case of Polish domestic mergers. Moreover, statistical reasoning has been conducted for this market showing that several recent legal amendments have shortened the legal procedure involved in consolidation. Finally, some conclusions and suggestions for future research have been presented in the paper.
Year
Volume
26
Issue
1
Pages
19-44
Physical description
Contributors
  • 1Department of Computer Science and Management, Wroclaw University of Science and Technology, ul. Łukasiewicza 5, 50-370 Wrocław, Poland
References
  • Act of 15th of September 2000. The Code of Commercial Partnerships and Companies (in Polish).
  • Act of 22nd of December 1995 on issuing the Journal of the Ministry of Justice (in Polish).
  • Directive 2005/56/EC of the European Parliament and of the Council of 26th of October 2005 on crossborder mergers of limited liability companies, Official Journal of European Communities, No. L 310/1.
  • Directive 2007/63/EC of the European Parliament and of the Council of 13th November 2007 amending Council Directives 78/855/EEC and 82/891/EEC as regards the requirement of an independent experts report on the occasion of merger or division of public limited liability companies, Official Journal of European Communities, No. L 300/47.
  • Directive 2009/109/EC of the European Parliament and of the Council of 16th September 2009 amending Council Directives 77/91/EEC, 78/855/EEC and 82/891/EEC, and Directive 2005/56/EC as regards reporting and documentation requirements in the case of mergers and divisions, Official Journal of European Communities, No. L 259/14.
  • Directive 2011/35/EU of the European Parliament and of the Council of 5th April 2011 concerning mergers of public limited liability companies (codification), Official Journal of European Union, No. L 110/1.
  • Third Council Directive 78/855/EEC of 9th October 1978 based on Article 54 (3) (g) of the Treaty concerning mergers of public limited liability companies, Official Journal of European Communities, No. L 295/36.
  • BOONE A.L., MULHERIN J.H., How are firms sold?, The Journal of Finance, 2007, 62 (2), 847.
  • BOONE A.L., MULHERIN J.H., Is there one best way to sell a company? Auctions versus negotiations and controlled sales, Journal of Applied Corporate Finance, 2009, 21 (3), 28.
  • BRANCH B., YANG T., Predicting successful takeovers and risk arbitrage, Quarterly Journal of Business and Economics, 2003, 42 (1/2), 3.
  • BUCZEK A., MERCIK J., On conformance of legal merger duration with Burr type III and XII distributions, The Wroclaw School of Banking Research Journal, 2015, 15 (5), 597.
  • CAMPA J.M., MOSCHIERI C., The European M&A industry. Trends, patterns and shortcomings, IESE Business School, University of Navarra, 2008, Working Paper WP-762.
  • DENG X., KANG J., LOW B.S., Corporate social responsibility and stakeholder value maximization: Evidence from mergers, Journal of Financial Economics, 2013, 110 (1), 87.
  • DEPAMPHILIS D., Mergers, Acquisitions, and Other Restructuring Activities. An Integrated Approach to Process, Tools, Cases, and Solutions, Elsevier, San Diego 2005.
  • DIKOVA D., SAHIB P.R, VAN WITTELOOSTUIJN A., The effect of acquisition experience, institutional context and national culture on cross-border merger abandonment and completion. Evidence from the international business service industry in 1981–2001, [in:] Best Papers Proceedings, Mississippi State University, Academy of Management, Washington 2006, CD-ROM.
  • DIKOVA D., SAHIB P.R, VAN WITTELOOSTUIJN A., Cross-border acquisition abandonment and completion: The effect of institutional differences and organizational learning in the international business service industry, 1981–2001, Journal of International Business Studies, 2010, 41, 223.
  • DYKMAN C.A., DAVIS C.K., LAMB A.J., A case of mergers: the H-P experience, Journal of the International Academy for Case Studies, 2013, 19 (1), 29.
  • EKELUND R.B., FORD G.S., THORNTON M., The measurement of merger delay in regulated and restructuring industries, Applied Economic Letters, 2001 8, 535.
  • FRĄCKOWIAK W., Mergers and Acquisitions, Polskie Wydawnictwo Ekonomiczne, Warszawa 2009 (in Polish).
  • HERDAN A., Mergers and Acquisitions. Chosen Integration Aspects, Wydawnictwo Uniwersytetu Jagiellońskiego, Cracow 2008 (in Polish).
  • IANNOTA G., Investment Banking. A Guide to Underwriting and Advisory Services, Springer-Verlag, 2010.
  • KORALEWSKI M., Cross-border merger of limited liability companies in the light of domestic mergers, CeDeWu, Warsaw 2009 (in Polish).
  • MALONE D., TURNER J., The merger of AOL and time warner. A case study, Journal of the International Academy for Case Studies, 2010, 16 (7), 103.
  • MCGRATH M., Practical M&A Execution and Integration, 1st Ed., Wiley, 2011.
  • NETTER J., STEGEMOLLER M., WINTOKI M.B., Implications of data screens on merger and acquisition analysis. A large sample study of mergers and acquisitions from 1992 to 2009, The Review of Financial Studies, 2011, 24 (7), 2316.
  • REED S.F., LAJOUX A.R., NESVOLD H.R., The Art of M&A. A Merger/Acquisition/Buyout Guide, 4th Ed., McGraw-Hill, New York 2007.
  • SAS Institute, Inc., SAS/STAT® 13.2, Users Guide. The ANOVA Procedure, Cary, 2014.
  • SAS Institute, Inc., SAS/STAT® 13.2, Users Guide. The NPAR1WAY Procedure, Cary, 2014.
  • SAS Institute, Inc., SAS/STAT® 13.2, Users Guide. The TTEST Procedure, Cary, 2014.
  • ZADORA H., Mergers and Acquisitions on the Capital Markets. Motives, Circumstances and Conditions, as well as Procedures, Processes and Structures, Wydawnictwo Uniwersytetu Ekonomicznego w Katowicach, Katowice 2011 (in Polish).
  • ZHU P., JOG V., OTCHERE I., Idiosyncratic volatility and mergers and acquisitions in emerging markets, Emerging Markets Review, 2014, 19, 18.
Document Type
Publication order reference
Identifiers
YADDA identifier
bwmeta1.element.desklight-03900552-8d71-49a0-bcb5-0e5e044fa2b4
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