Doktorarbeit / Dissertation, 2008
81 Seiten, Note: A
Chapter 1: Introduction
Chapter 2: Literature Review
The Agency Problem
Shareholder Communication and Expectations
Chapter 3: Methodology
Validity
Possible Limitations
Chapter 4: Findings
Travis Perkins Plc.
Serco Group Plc.
Smiths Group Plc.
WWP
Wolverhampton & Dudley Breweries Plc.
Hanson Plc.
Chapter 5: Analysis
Introduction
Travis Perkins Plc.
Serco Group Plc.
Smiths Group Plc.
WWP
Wolverhampton & Dudley Breweries Plc.
Hanson Plc.
Chapter 6: Conclusion
This dissertation investigates how six UK-based public limited companies report to their shareholders regarding their merger and acquisition activities, specifically examining whether these reports comply with established academic best practice guidelines to manage shareholder expectations and mitigate the agency problem.
The Agency Problem
Agency Theory is essentially the separation of ownership and control. In other words, those charged with making decisions within organisations do not generally bear the risk associated with the decisions they make. Agency theory has evolved from the risk-sharing literature of authors such as Arrow (1971) and Wilson (1968) in the 1960’s and early 1970’s, and in literature published by Berle & Means (1932), regarding the separation of ownership and control. Agency Theory expands on the idea, as written about by the above authors, that a risk-sharing problem arises when two co-operating parties have different attitudes to risk. This includes the problem of a difference of goals between the two parties.
In this research Agency Theory will be considered in the context of a large corporation, where the shareholders (the principals) own the organisation and employ a board of directors (the agents) to run the organisation on their behalf. The role of the board of directors, in this context, is to represent the shareholders’ interests, providing vigilance and expertise (Walters, Wright & Kroll 2006). A board comprising of independent, outside directors, as noted by Shen (2003) (as cited in Walters et al. (2006)) is likely to increase their vigilance. Increased vigilance leads to a decrease in the value of agency costs, which arise within a company as a result of agent opportunism, benefitting the shareholders.
Chapter 1: Introduction: Provides an overview of the research background, outlining how corporate governance pressure impacts how companies must manage shareholder expectations during mergers.
Chapter 2: Literature Review: Discusses the theoretical framework, specifically Agency Theory and the critical importance of consistent, honest communication in managing shareholder perceptions.
Chapter 3: Methodology: Details the use of content analysis as the primary research method to evaluate communications from six selected companies against academic best practices.
Chapter 4: Findings: Presents empirical data on the six companies (Travis Perkins, Serco, Smiths Group, WPP, Wolverhampton & Dudley, and Hanson) and their specific M&A reporting activities.
Chapter 5: Analysis: Evaluates the findings by classifying the companies based on their compliance with communication guidelines and their transparency regarding merger outcomes.
Chapter 6: Conclusion: Summarizes the research findings, confirming that while all companies report on acquisitions, the quality and consistency of these reports vary significantly, affecting shareholder confidence.
Agency Theory, Shareholder Reporting, Content Analysis, Travis Perkins Plc., Serco Group Plc., Smiths Group Plc., WPP Group, Wolverhampton & Dudley Breweries Plc., Hanson Plc., Corporate Governance, Merger and Acquisition, Transparency, Shareholder Expectations, Principal-Agent Relationship, Synergy.
The research aims to determine how six UK-based companies communicate their merger and acquisition progress to shareholders and whether this communication meets academic standards to minimize the agency problem.
The central themes include Agency Theory, the separation of ownership and control, the role of transparency in shareholder relations, and the management of shareholder expectations during post-acquisition integration.
The research seeks to answer: "How do companies report to their shareholders regarding their merger and acquisition activity?"
The author uses content analysis, a systematic and objective technique, to evaluate secondary data sourced from company websites and annual reports.
The body includes a literature review of Agency Theory, a methodological section explaining the research design, findings for six specific companies, and a detailed analysis of their reporting transparency.
Key terms include Agency Theory, Shareholder Reporting, Content Analysis, Corporate Governance, and Merger and Acquisition Activity.
Travis Perkins is highlighted because it complied with all academic guidelines for reporting, maintaining consistent and honest communication that successfully managed shareholder expectations.
These companies are classified in Class 3 because, while they announced the initial deal, their subsequent communication regarding integration progress was sparse and relied heavily on generic annual report disclosures.
The author suggests that while the agency problem can be mitigated through stringent corporate governance and increased transparency, some degree of agency cost is inherent in the principal-agent relationship.
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