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Article history: We study the role of regional cultural differences in M&A transactions in the U.S. A larger social trust
Received 6 January 2021 distance between two companies reduces the likelihood of them combining via an M&A transaction and
Accepted 6 January 2023
results in lower completion rates and longer completion times, indicating higher complexity in deal ex-
Available online 20 January 2023
ecution. However, a larger social trust distance is also associated with higher gains from mergers, as
JEL classification: measured by acquirer and combined announcement returns and medium-term buy-and-hold abnormal
A13 returns. This suggests that for these announced deals, the synergy potential is high enough to offset the
D71 costs induced by the large cultural distance.
G34
M14
© 2023 The Author(s). Published by Elsevier B.V.
Z1 This is an open access article under the CC BY license (http://creativecommons.org/licenses/by/4.0/)
Keywords:
Mergers and acquisitions
Cultural difference
Trust
Social capital
Synergies
1. Introduction gains for the deals that take place. These studies, like most studies
of cultural differences, focus on national culture. This is likely in
Culture matters for economic activity, and one essential dimen- part because of the available sources of data, the most important
sion of culture is social trust.1 LaPorta et al. (1997) show that trust of which is the World Values Survey (WVS).2 While the richness
is important for the existence and operation of large organizations. of cultural data is helpful, the potential drawback of international
Bloom et al. (2012) find that trust increases aggregate productiv- comparisons is that other differences between countries may be
ity by affecting the organization of firms and allowing them to correlated with the measures of culture.
decentralize their operations. In mergers and acquisitions (M&A), Our paper studies the role of regional cultural differences in
Ahern et al. (2015) find that larger differences in national cul- M&A in the U.S. and thus alleviates the aforementioned concerns.
ture are associated with lower M&A volumes and lower synergy We develop a novel instrument-like methodology to construct an
estimate of cultural trust for each U.S. county, based on the re-
gional WVS trust data but allowing more granular analysis than the
R
We appreciate the helpful comments from Geert Bekaert (Editor), two anony- nine U.S. Census regions included in the survey. We then use these
mous referees, Utpal Bhattacharya, Kai Li, Camille Mueller, Gordon Phillips, Chishen
cultural trust estimates as a key dimension of local culture and ask
Wei, Xiaoyun Yu, the conference participants at FMA Asia/Pacific 2018 and Asia
Meeting of the Econometric Society 2017, and the seminar participants at the Uni- (i) whether combinations of firms headquartered in counties with
versity of Hong Kong. We are immensely grateful to Kai Li, Feng Mai, Rui Shen larger social trust distance are less likely to be pursued and agreed,
and Xinyan Yan for sharing their corporate culture data. Tse-Chun Lin gratefully ac- (ii) whether such combinations encounter additional complications
knowledges research support from the Faculty of Business and Economics at the
in deal execution, reflected in completion rate and time, and (iii)
University of Hong Kong. All errors are ours.
∗
Corresponding author.
whether these cultural differences are associated with differences
E-mail addresses: tsechunlin@hku.hk (T.-C. Lin), vesa.pursiainen@unisg.ch (V. in the performance of M&A deals. Our evidence suggests that social
Pursiainen). trust distance is associated with a lower likelihood of M&A deals
1
Arrow (1972) notes that trust is essential for virtually any commer- happening and higher deal complexity. We also find that higher
cial activity. Guiso et al. (2009) show that cultural trust facilitates trade.
Guiso et al. (2008) find that cultural trust is important for stock market partici-
2
pation. Levine et al. (2018) find that firms in high-trust countries are more resilient This survey produces comparable and nationally representative data in nearly
to banking crises by obtaining more trade credit. 100 countries.
https://doi.org/10.1016/j.jbankfin.2023.106759
0378-4266/© 2023 The Author(s). Published by Elsevier B.V. This is an open access article under the CC BY license (http://creativecommons.org/licenses/by/4.0/)
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
social trust distance is associated with higher announcement re- with the findings of Ahern et al. (2015), who show that differences
turns and medium-term stock returns. in national culture reduce cross-border M&A deal volumes. Unlike
To construct our county-level measure of cultural social trust, Ahern et al. (2015), we test this hypothesis by using a methodology
we first leverage the social capital literature to identify three key similar to that of Bena and Li (2014) by first constructing matched
proxies of regional social capital. The measures we use, including control groups for each target and acquirer and then using logit
(i) association density, (ii) tax-exempt non-profit organizations per regressions to test for the relationship between cultural distance
capita, and (iii) voter turnout rates in presidential elections, are the and merger pairing likelihood. Our results provide strong support
same that Rupasingha et al. (2006) use to construct a regional so- for this hypothesis. Social trust distance is associated with a signif-
cial capital index.3 We then regress the World Values Survey mea- icantly lower likelihood of two firms combining via a merger, and
sure of cultural trust, reported for the nine U.S. Census regions, this difference is statistically significant across all model specifica-
on these three county-level determinants, including year fixed ef- tions and for all control groups. This result is also robust to con-
fects, and use the estimated values from that regression as our trolling for a number of acquirer and target characteristics, as well
proxy for county-level cultural trust.4 Although our methodology as geographic distance and similarity of industry. Moreover, the re-
for estimating county-level trust looks like instrumental variables sults are qualitatively similar when including deal fixed effects in
estimation, we are not using it to solve any potential endogeneity our regression analysis. A one-standard-deviation increase in social
concerns. Our intention is merely to aggregate the variation in our trust distance is associated with an 11% lower likelihood of merger
county-level determinants into a single index that is directly linked pairing.
to cultural trust. Compared to measures of national culture, our With a similar reasoning, our second hypothesis predicts that a
measure of regional cultural trust in the U.S. has some noteworthy larger social trust distance makes the due diligence process and
advantages. First, as a county-level variable, it offers much more merger execution more challenging and time-consuming, result-
cross-sectional variation than measures of national culture.5 Sec- ing in lower completion rates and longer completion times of
ond, it allows us to focus on domestic U.S. M&A deals and hence M&A transactions. Our results are consistent with the hypothe-
removes or mitigates a number of confounding factors inherent in sis. For announced deals, a larger cultural distance between the
international studies.6 The data we use for calculating the trust target and the acquirer is associated with significantly lower deal
measure for U.S. counties are available from 1995 onwards, so our completion rates and longer deal completion times. Cultural dis-
analysis includes all domestic U.S. acquisitions in 1995–2014 where tance is negatively related to the hazard rate of deals, indicat-
we have location and other required data available. ing an increase in the deal completion time, while OLS regres-
For our measure to be a valid county-level indicator of cultural sions indicate a positive relationship between cultural distance
social trust, there needs to be a link between these three com- and deal completion time. These results are statistically signifi-
monly used proxies for social capital and the general level of trust. cant across different model specifications and robust to control-
The social capital literature provides ample evidence of such a link. ling for a number of factors, including year, industry, and county
For example, Guiso et al. (2004) show that social capital is es- fixed effects. A one-standard-deviation increase in cultural distance
sential for financial development that requires trust-intensive con- results in 0.5-percentage-point decrease in completion rate. This
tracts. In the context of firm behavior, Hasan et al. (2017b) find translates into a 9.3%-increase in transactions that are withdrawn
that firms headquartered in U.S. counties with higher levels of so- after announcement. Similarly, a one-standard-deviation increase
cial capital incur lower bank loan spreads, looser other loan terms, in social trust distance is associated with 3.3% longer completion
and lower at-issue bond spreads. They conclude that debthold- times.
ers perceive social capital as providing environmental pressure As our third hypothesis, we explore whether social trust dis-
constraining opportunistic firm behaviors in debt contracting. tance is related to merger gains, as measured by acquirer and com-
Similarly, Hasan et al. (2017a) find a negative association be- bined announcement returns and medium-term buy-and-hold re-
tween social capital and corporate tax avoidance, while Jha and turns. We do not have a strong prior on the direction of this re-
Chen (2015) find that companies headquartered in high-social- lationship, as there are plausible arguments both ways. First, a
capital counties are perceived as more trustworthy by their audi- difference in regional culture could serve as an additional hurdle
tors, reflected in lower audit fees.7 for negotiating and executing a deal – and complex deals may re-
Our first hypothesis is that a larger social trust distance be- quire more effort from the management. Therefore, such deals may
tween two companies reduces the likelihood of them combining be pursued only if the expected rewards are higher. Second, cul-
via M&A. The economic intuition is straightforward, as cultural dif- tural diversity might be positive for company performance if it fa-
ferences are likely to make both M&A negotiations and combin- cilitates new ideas and new ways of doing things. Furthermore,
ing companies operationally more complicated. The hurdle for ex- the prior literature suggests that a higher level of trust can fa-
pected synergies to overcome the complexities of merging is thus cilitate productive activity.8 It is thus plausible that there could
high enough for CEOs to abandon some deals. It is also consistent be synergy effects from a combination with a higher-trust com-
pany.9 On the other hand, the existing and concurrent studies have
found a negative relationship between merger gains and differ-
3
Rupasingha et al. (2006) also include a fourth component, census response rate,
ences in national culture Ahern et al. (2015) as well as corporate
which we exclude due to lack of availability on a consistent and frequent basis. culture (Li et al., 2021). We find that a larger social trust distance
4
This measure is based on the question “Generally speaking, would you say that is associated with significantly higher acquirer announcement re-
most people can be trusted or that you need to be very careful in dealing with turns, combined announcement returns, and three-year buy-and-
people?” and has been used extensively in the prior literature to measure cultural
hold-abnormal returns (BHAR) over matched control firms. A one-
trust in the international context. Studies using it include LaPorta et al. (1997);
Sapienza et al. (2013), and Ahern et al. (2015), among many others.
standard-deviation increase in cultural distance results in a 0.3%
5
There are 3142 counties and county-equivalents in the U.S., while even the most increase in 7-day acquirer cumulative announcement return (CAR
extensive international studies are limited to a few dozen countries. (−3, 3)) and a 0.5% increase in combined CAR. Moreover, a one-
6
These might include differences in institutions, legal framework, language, edu-
cation system, and information environment.
7
As an additional reassurance that the three determinants of social capital are
8
relevant for cultural trust, the estimates we obtain when regressing the WVS trust E.g., Durlauf and Fafchamps (2005); Bloom et al. (2012).
9
measure on these three variables are highly statistically significant for all three. The Prior literature provides suggestive evidence of such productivity spillovers (e.g.,
results are discussed in more detail in the Internet Appendix. Mas and Moretti, 2009).
2
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
3
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
tion culture result in higher combined announcement returns and zations. This proxy is advocated by, e.g., Putnam (1993), to mea-
gains in operating performance. sure social capital. The second component, registered organization
On the other hand, larger differences in national and organi- density, is calculated as the number of charitable non-profit orga-
zation cultures may lead to adverse deal performance. For ex- nizations per capita, using data obtained from the National Center
ample, Ahern et al. (2015) find that differences in national cul- for Charitable Statistics (NCCS). The third component is the voter
ture are associated with lower combined announcement returns. turnout rate in the most recent presidential election. As noted by
Li et al. (2021) find similar results for differences in corporate cul- Guiso et al. (2004), there are neither legal nor economic incentives
ture. Weber et al. (1996) find that the impact of differences in to vote, so the voting decision is mostly driven by social pressure
corporate culture on post-merger performance is positive in inter- and internal norms.
national M&A transactions, while the impact of differences in na- Using these three proxies, we develop a methodology to cal-
tional culture is negative. culate a U.S. county-level trust index. The limitation of the stud-
Given the plausible arguments and mixed evidence in either di- ies using the Rupasingha et al. (2006) social capital index, or any
rection, we remain directionally neutral in proposing our third hy- similar proxy for social capital, is the lack of a direct link to so-
pothesis: cial trust. As discussed above, a number of studies find suggestive
empirical evidence of this link, but there is no obvious direct con-
Hypothesis 3a. A larger social trust distance between the target nection from these proxies to how much people trust each other.
and the acquirer is associated with higher merger gains. On the other hand, the World Values Survey (WVS), a standard
Hypothesis 3b. A larger social trust distance between the target source of data for international cultural comparisons, includes a
and the acquirer is associated with lower merger gains. direct survey-based measure of trust for the nine U.S. Census re-
gions.13 However, these data are too aggregated to be precise for
We measure the merger gains by combined announcement re- cross-sectional domestic studies. Hence, we aim to utilize the ben-
turns, acquirer announcement returns, and medium-term buy-and- efits of both approaches, the county-level variation in the three
hold abnormal returns. proxies for social capital, and the direct measurement of trust by
the World Values Survey.
3. Data and methodology We construct a dataset of county-year observations for each of
the three social capital proxies and perform a regression analysis
3.1. Measuring social trust with the WVS Census region trust measure as the dependent vari-
able. We include year dummies in the regression to capture the
To construct our county-level measure of social trust, we use potential time trends of trust level that are not explained by the
methodology that combines data from the World Values Survey social capital proxies. The results of the regression are shown in
and commonly used proxies for regional social capital that are the Internet Appendix. We then use the estimated values from this
available at the county level. First, we follow the social cap- regression for each county-year observation as a measure of cul-
ital literature to identify three key indicators of regional so- tural trust for firms headquartered in these counties. The outcome
cial capital aiming to proxy the density of social networks and is a cultural trust index that captures the county-level variation
the strength of social norms. We leverage the methodology of proxied by the three generally accepted proxies of social capital
Rupasingha et al. (2006), whose social capital index has been used and links that to the trust measure in the WVS. The resulting index
in a number of prior studies (e.g. Hasan et al., 2017b; 2017a; Jha values by county are illustrated in Fig. 1. A more detailed presenta-
and Chen, 2015).11 Rupasingha et al. (2006) construct their county- tion of the different components and a discussion of methodology
level social capital index using principal component analysis of is also included in the Internet Appendix.
four proxies: (i) association density, (ii) tax-exempt non-profit or- Three points are worth noting about this measure of cul-
ganizations per capita, (iii) voter turnout rates in presidential elec- tural trust. First, although our methodology for estimating county-
tions, and (iv) Census response rate. We use the first three compo- level trust looks like instrumental variables estimation, we are
nents but exclude the fourth, Census response rate, due to lack of not attempting to solve the endogeneity problem. What we aim
availability on a consistent and frequent basis. For empirical appli- to achieve is aggregating the variation in our county-level de-
cations, a key benefit of these social capital proxies is that they can terminants into a single index that is directly linked to cultural
be measured without relying on survey data.12 Our paper leverages trust. Second, although our trust index is constructed as an esti-
the methodology of Rupasingha et al. (2006) by using measures of mate from regressing the proportion of people that tend to trust
associational activity, advocated as an indicator of social capital by strangers, we caution against interpreting our estimate as a com-
Putnam (1993, 1995, 2001), and voter turnout rates in presiden- parable proportion. The reason is that the three determinants only
tial elections as an indicator of civic participation. Voter turnout capture a part of the variation in trust, and therefore the result-
rates are also used, e.g., by Alesina and La Ferrara (20 0 0) and ing values should be thought of as an index proxying for local cul-
Guiso et al. (2004). tural trust, not as an explicit estimate of the proportion of people
The first component, association density, is based on data from trusting strangers. Third, while we aim to capture differences in
the County Business Patterns (CBP) compiled by the Census Bureau, social trust, the three determinants we use are undoubtedly im-
and calculated as the number of associations in each county, di- perfect measures of trust and may capture other aspects of culture
vided by population. Similar to Rupasingha et al. (2006), we in- as well as other regional differences. This challenge, in our opinion,
clude ten different types of associations: civic and social organi- is common to most studies of trust and culture more broadly.14
zations, bowling centers, golf courses and country clubs, fitness
and recreational sports centers, sports teams and clubs, religious
organizations, political organizations, labor unions and similar la- 13
This measure is based on the question “Generally speaking, would you say that
bor organizations, business associations, and professional organi- most people can be trusted or that you need to be very careful in dealing with
people?” and has been used extensively in the prior literature to measure cultural
trust in the international context. Studies using it include LaPorta et al. (1997);
11
At the time of this writing, the Rupasingha et al. (2006) index data can be Sapienza et al. (2013), and Ahern et al. (2015), among many others.
downloaded from http://aese.psu.edu/nercrd/community/social- capital- resources 14
To make sure our results are not driven by such other aspects, we show that our
12
Measuring social capital quantitatively also poses challenges and has generated findings are robust to controlling for a large number of other regional differences.
debate in the literature (see, e.g., Durlauf, 2002a; 2002b). See Internet Appendix Section B.3 for further discussion.
4
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Fig. 1. Cultural trust by county in 2014. Cultural trust estimate by county. Obtained by regressing the World Values Survey trust measure on three common county-level
proxies for social capital: association density, tax-exempt non-profit organizations per capita, and voter turnout rate in presidential elections. The trust estimate is the
expected value from this regression. The methodology is discussed in Section 3.1 and in the Internet Appendix.
5
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Table 2
Summary statistics - Matched control groups. Summary statistics of actual acquirers and actual targets vs. matched control groups.
The Random control group includes for each acquirer (target) five control companies randomly drawn from the Compustat universe at
the time of acquisition. The Industry-Size control group includes for each acquirer (target) five control companies from the narrowest
SIC code that includes at least five other companies in the Compustat universe at the time of acquisition, chosen as the closest
matches based on log market cap. The Industry-Size-B/M control group includes for each acquirer (target) five control companies
from the narrowest SIC code that includes at least five other companies in the Compustat universe at the time of acquisition, chosen
as the closest matches based on a propensity score (standard-deviation-weighted distance index based on log market cap and B/M
ratio). The control groups for each actual deal include all possible combinations with the actual merger pair as well as the five
matched acquirer controls and the five matched target controls. Variables shown with (t − 1) are during or at the end of the fiscal
year prior to the acquisition.
in 1998. The steep decline after the collapse of the dot-com bub- following the closing of the transaction is negative 7.6%. These re-
ble in 20 0 0 was followed by steady growth in M&A volumes until sults are broadly in line with the prior literature. The average ac-
the financial crisis of 20 08–20 09, which exhibited a significant de- quirer market cap is $3.5bn, while publicly listed targets have an
cline in M&A activity, followed again by a recovery until the end of average market cap of $1.2bn. Acquirers have on average experi-
the sample period in 2014. The last column shows the number of enced total share return of 33% in the 12 months before the an-
deals included in our merger pairing analysis, where we are able nouncement, while the corresponding return for listed targets is
to match both the target and the acquirer with control groups to 17%. The average acquirer M/B ratio is 3.6, compared with 2.9 for
study the likelihood of combination. listed targets. The average deal size is $636 million, including non-
Table 2 shows summary statistics for the merger pairing sam- public target firms.
ple of deals matched with control groups. Panel A shows summary The average geographic distance between the target and the ac-
statistics for acquirers vs. matched control groups. We see that ac- quirer is 1208 km. Cash is used as the sole consideration in 34% of
tual acquirers tend to be larger than the matched control firms the deals, and another 17% have mixed cash/stock consideration.
in each of the three control groups. Acquirers have, on average, 2.0% of the deals in our sample are classified as unsolicited, and
also experienced higher stock returns, higher revenue growth, and 2.3% are challenged. 3.9% of deals are done via tender offers, and
higher RoE during the prior fiscal year. Acquirers also have lower in 2.0% the acquirer has a toehold prior to the announcement. 29%
cash holdings and B/M ratios than matched control firms. Panel of targets are publicly listed and 23% are subsidiaries. 59% of deals
B shows the same statistics for targets and their matched control are classified as horizontal, meaning that the target and the ac-
firms. The most significant difference between targets and control quirer have the same 2-digit SIC code.
firms is that targets tend to have experienced lower stock returns
and have lower B/M ratios, consistent with Edmans et al. (2012). 4.2. Merger likelihood
Panel C shows the combination variables for actual deals and the
matched control deals. Our first hypothesis predicts that a larger social trust distance
Table 4 shows summary statistics for our sample of announced reduces the likelihood of two companies to combine via M&A. To
M&A transactions. The mean completion rate in our sample is 94%. test this prediction, we use logit regressions for a sample includ-
Mean acquirer CAR is 0.7%, and combined CAR 1.7%. Mean buy- ing the actual merger pairs, as well as all possible merger pairs
and-hold abnormal return (BHAR) over a three-year holding period including the matched control companies for the acquirer and the
6
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Table 3
Likelihood of merger pairing. The dependent variable, Merger pair, is a dummy taking the value 1 for the actual target-acquirer combination,
and 0 for the matched control group. The control groups are the same as in Table 2. Average marginal effects from logit regressions are
presented. Variables are defined in Appendix A. Industry fixed effects are based on 1-digit SIC codes. Heteroskedasticity-consistent standard
errors, clustered by deal, are shown in parentheses. Significance levels: ∗ 0.1, ∗ ∗ 0.05, ∗ ∗ ∗ 0.01.
target. The methodology is similar to that of Bena and Li (2014). where C omplet edi takes value one if deal i is completed, and
The regression equations are of the form: value zero if the deal is withdrawn. Xi is a vector of control
variables following the existing M&A literature, including size
Mer ger Pairi = α0 + α1 × ln(1 + |T rusti | + β × Xi + i (1)
(Moeller et al., 2004), consideration, toehold dummy and toehold
where Mer ger Pairi takes value one for the actual acquirer-target size (Betton et al., 2009), dummies for hostile (Schwert, 20 0 0) and
pair, and zero for the control pairs. |T rusti | is the difference in horizontal (defined as same 2-digit SIC code) deals as well as ten-
trust index between the target and acquirer home counties. Xi is der offers (Betton et al., 2009), geographic distance (Kedia et al.,
a vector of control variables, adapted from Bena and Li (2014). We 2008), M/B, ROE, past share return and volatility (e.g., Fu et al.,
include year fixed effects and either industry fixed effects, based 2013). We also include year fixed effects, industry fixed effects
on 1-digit SIC codes of the acquirer and the target, or deal fixed ef- based on 1-digit SIC codes, and either state or county fixed ef-
fects (1753 deals). We cluster heteroscedasticity-consistent robust fects for both the acquirer and the target company. We cluster
standard errors by deal. heteroscedasticity-consistent robust standard errors by acquirer.
The regression results, shown in Table 3, provide support for The regression results, shown in Table 5, are consistent with
our first hypothesis. A larger cultural distance is associated with our hypothesis. A larger cultural distance between target and ac-
a significantly lower likelihood of merger pairing across all con- quirer is negatively associated with deal completion rate, and this
trol groups. This result is statistically significant across both model relationship is statistically significant across all specifications. The
specifications and for all three control groups. A one-standard- results are similar for logit and linear probability models and in-
deviation increase in social trust distance is associated with an 11% cluding state or county fixed effects.
lower likelihood of merger pairing. Our results also suggest that the deal completion rate is higher
for smaller deals, larger acquirers, as well as for acquirers with
higher prior stock returns and lower stock volatility. Unsolicited
4.3. Complexity of deal execution
and challenged offers, as well as deals involving public targets, are
significantly less likely to be completed, while tender offers and
Our second hypothesis indicates a negative relationship be-
horizontal deals are more likely to be completed. These results
tween social trust distance and deal completion rate. To test this
are largely consistent with the existing studies, for example with
prediction, we use logit and linear probability (OLS) regressions of
Hukkanen and Keloharju (2019).
the following form:
Our second hypothesis also predicts that a larger social trust
Completedi = α0 + α1 × ln(1 + |T rusti | + β × Xi + i (2) distance should result in longer deal completion times. To test
7
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Table 4
Summary statistics - Announced deals. Summary statistics for the full sample of announced
deals. Variables are defined in Appendix A.
Deal outcomes
Completed 0.943 0.231 1.000 1.000 1.000 13,811
Completion time 71.946 79.795 0.000 45.000 180.000 13,811
Acquirer CAR 0.007 0.092 −0.090 0.002 0.111 13,811
Combined CAR 0.017 0.087 −0.076 0.012 0.122 3500
BHAR −0.076 1.127 −1.235 −0.062 1.043 7268
Trust variables
| Trust | 0.018 0.018 0.000 0.013 0.042 13,811
Target Trust 0.353 0.028 0.316 0.352 0.385 13,811
Acquirer Trust 0.354 0.029 0.317 0.354 0.388 13,811
Acquirer controls
Acquirer mcap (USDbn) 3.533 9.336 0.092 0.763 7.692 13,811
Acquirer share ret. 0.328 0.709 −0.283 0.191 0.961 13,811
Acquirer volatility 0.415 0.253 0.176 0.345 0.752 13,811
Acquirer M/B 3.646 4.951 1.002 2.366 7.197 13,811
Acquirer ROE 0.062 0.347 −0.139 0.114 0.264 13,811
Target controls
Target mcap (USDbn) 1.208 3.483 0.025 0.202 2.521 3510
Target share ret. 0.172 0.581 −0.475 0.114 0.793 3338
Target volatility 0.523 0.314 0.215 0.438 0.955 3500
Target M/B 2.920 4.456 0.719 1.864 5.712 3444
Target ROE −0.003 0.481 −0.372 0.085 0.248 3450
Deal controls
Distance (‘000 km) 1.270 1.283 0.017 0.877 3.604 13,811
Deal value (USDbn) 0.636 3.629 0.015 0.075 0.902 13,811
Relative size 0.307 0.518 0.021 0.112 0.810 13,811
Cash only 0.335 0.472 0.000 0.000 1.000 13,811
Cash and stock 0.166 0.372 0.000 0.000 1.000 13,811
Unsolicited 0.020 0.139 0.000 0.000 0.000 13,811
Challenged 0.023 0.150 0.000 0.000 0.000 13,811
Tender offer 0.039 0.194 0.000 0.000 0.000 13,811
Non-zero toehold 0.020 0.142 0.000 0.000 0.000 13,811
Toehold size 0.553 4.585 0.000 0.000 0.000 13,811
Public target 0.292 0.455 0.000 0.000 1.000 13,811
Subsidiary target 0.229 0.420 0.000 0.000 1.000 13,811
Horizontal 0.591 0.492 0.000 1.000 1.000 13,811
this prediction, we use Cox proportional hazard regressions, which with cash consideration are also completed faster than those with
model the “hazard rate” of deal completion as a function of ex- stock or mixed consideration.
plaining variables. The regression model can be written as:
4.4. M&A performance
hi (t ) = h0,i (t ) × eα1 ×ln(1+|T rusti | )+β ×Xi )
hi (t ) Our third hypothesis explores the relationship between cultural
⇐⇒ l n = α1 × l n(1 + |T rusti | ) + β × Xi (3) distance and deal performance, as measured by acquirer announce-
h0,i
ment returns, combined announcement returns, and buy-and-hold
where hi (t ) is the time t likelihood of deal completion in the next abnormal returns. To test this hypothesis, we use OLS regression
instant. We calculate completion time as the number of calendar models of the same form as Eq. (4), with the LHS variable being
days from announcement to closing and censor at 365 days. A the performance metric in question:
higher hazard rate hi (t ) in this case implies a shorter completion
CAR(BHAR )i = α0 + α1 × ln(1 + |T rusti | + β × Xi + i (5)
time. As an alternative specification, and to allow including county
fixed effects, we also test this hypothesis using OLS regressions of We estimate cumulative abnormal returns (CAR) over a 7-day
the form: window around the announcement date [−3, +3]. The results are
qualitatively similar using other event windows. We calculate both
l n(Compl et ion t imei ) = α0 + α1 × ln(1 + |T rusti | + β × Xi + i acquirer CAR, as well as for a subsample of public targets, also
(4) combined CAR, calculated as the market-cap-weighted average of
acquirer and target CAR. To calculate the abnormal returns, we use
The results, shown in Table 6, provide support for our hypoth- a market model with betas estimated based on daily observations
esis. In the Cox proportional hazard models (columns 1 and 2), in [−252, −42] trading days vs. announcement date.
a larger cultural distance is associated with a significantly lower To estimate the impact on medium-term stock returns, we cal-
hazard, implying longer completion time. Similarly, the OLS results culate three-year buy-and-hold abnormal return (BHAR) as stock
suggest that a larger cultural distance is associated with signifi- return over a matched control firm. We use a methodology similar
cantly longer completion times. We also find that deal completion to Lyon et al. (1999); Chen et al. (2007), and Li et al. (2018). We
times are significantly longer for larger deals, both in absolute and use a three-year holding period in order to capture a long-enough
relative terms, as well as for unsolicited and horizontal deals. Pub- period for a majority of the deal synergies to be realized, with-
lic targets and tender offers are also associated with longer com- out losing too many data points due to longer period requirements.
pletion times. Larger and more profitable (as measured by ROE) Control firms are matched based on size, B/M, and prior year stock
acquirers are associated with shorter deal completion times. Deals return. The universe of control firms is all firms listed on the NYSE,
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T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Table 5
Deal completion rate. The dependent variable, Completed, is a dummy taking the value 1 if
the deal is completed, 0 if it is withdrawn. Average marginal effects from logit regressions are
presented. Variables are defined in Appendix A. Industry fixed effects are based on 1-digit SIC
codes. State fixed effects (County fixed effects) include a dummy for each acquirer and target state
(county). Heteroskedasticity-consistent standard errors, clustered by acquirer, are shown in paren-
theses. Significance levels: ∗ 0.1, ∗ ∗ 0.05, ∗ ∗ ∗ 0.01.
Logit OLS
AMEX and NASDAQ. Matching takes place in the month prior to may, in part, be due to the smaller sample size of deals with pub-
acquisition closing month. We first calculate size deciles based on lic targets. These findings contrast the results of Ahern et al. (2015),
all stocks listed on the NYSE and allocate all firms into these size who find that larger national cultural differences are associated
deciles. We then divide the bottom decile into five size portfolios with lower combined CAR. Our results are consistent with the no-
based on all firms regardless of stock exchange. We simultaneously tion that the synergies need to be high enough to motivate pursu-
construct 10 B/M portfolios based on all stocks in the three ex- ing deals in cases where the differences in cultural trust are likely
changes. The chosen control firm is the one in the same size and to make the deals more complex and possibly require more effort
B/M portfolios with stock return closest to the acquirer in the prior from the management.
year.15
The results for acquirer CAR, combined CAR, and BHAR, are
4.5. Robustness checks and additional analysis
shown in Table 7. Across all three metrics, they indicate a positive
relationship between cultural trust distance and M&A performance.
4.5.1. Controlling for corporate culture
These results are statistically significant for all three, although
One possible concern is that differences in corporate culture
weaker for combined CAR than for acquirer CAR and BHAR. This
might be correlated with regional social trust and hence affect our
results. To make sure that our results are not driven by it, we per-
15
We interpret the BHAR results with a caveat that there could be confounding form a robustness check analysis on the likelihood of merger pair-
factors that affect long-term returns after M&A deals. ing, where we control for corporate culture. We use the machine
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T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Table 6
Deal completion time. Completion time is the number of calendar days from announcement to
closing. For the Cox proportional hazard models we censor it at 365 days. Negative coefficient
values indicate lower hazard and thereby longer duration. Heteroskedasticity-consistent standard
errors, clustered by acquirer, are shown in parentheses. Significance levels: ∗ 0.1, ∗ ∗ 0.05, ∗ ∗ ∗ 0.01.
Table 7
Acquirer CAR, Combined CAR, and BHAR . CAR is calculated as the cumulative abnormal return
in the period of [−3, +3] trading days around the announcement date. BHAR is three-year buy-
and-hold return over a matched control firm. Variables are defined in Appendix A. Industry fixed
effects are based on 1-digit SIC codes. State fixed effects (County fixed effects) include a dummy for
each acquirer and target state (county). Heteroskedasticity-consistent standard errors, clustered by
acquirer, are shown in parentheses. Significance levels: ∗ 0.1, ∗ ∗ 0.05, ∗ ∗ ∗ 0.01.
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T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Table 8
Likelihood of merger pairing – controlling for corporate culture. The dependent variable, Merger pair, is a dummy
taking the value 1 for the actual target-acquirer combination, and 0 for the matched control group. Integrity,
Teamwork, Innovation, Respect, and Quality are machine learning-based measures of corporate cul-
tural values estimated by Li et al. (2021). Corporate cultural distance is the Euclidean distance calculated based
on these five variables, similar to the measure used by Li et al. (2021). Average marginal effects are shown
for the logit models. The control variables included are the same as in Table 3 and defined in Appendix A.
Heteroskedasticity-consistent standard errors, clustered by deal, are shown in parentheses. Significance levels: ∗
0.1, ∗ ∗ 0.05, ∗ ∗ ∗ 0.01. .
Table 9
Likelihood of merger pairing – additional county controls . The dependent variable, Merger pair, is a dummy taking
the value 1 for the actual target-acquirer combination, and 0 for the matched control group. The control groups are
the same as in Table 2. Average marginal effects from logit regressions are presented. Urbanness is the difference
in the degree of urbanness based on a six-point scale by the NCHS Urban-Rural Classification Scheme. Population
is the difference in county population. % White is the difference in the percentage of white population, meant to
capture differences in racial diversity. Republican vote is the difference in the share of votes for the Republican
candidate in the most recent presidential election, meant to capture political differences. The control groups are
the same as in Table 2. Variables are defined in Appendix A. Industry fixed effects are based on 1-digit SIC codes.
Heteroskedasticity-consistent standard errors, clustered by deal, are shown in parentheses. Significance levels: ∗ 0.1,
∗∗
0.05, ∗ ∗ ∗ 0.01.
learning-based measures of corporate cultural values constructed the Compustat firm-year observations where the corporate culture
by Li et al. (2021), using earnings conference call transcripts. measures are available as the universe of potential peers. Hence,
The challenge in this analysis is that the measures are only this also limits the number of control firms available. These limita-
available for a small subset of the firms included in our M&A sam- tions result in a substantially smaller sample than that used in our
ple, and only from 2001 onwards. We construct a separate sam- main analysis.
ple for the deals where these measures are available for both the The results, shown in Table 8, are consistent with our main
target and the acquirer and match a new control sample for each findings. Even when controlling for corporate culture, social trust
acquirer and target, using the same methodology as for the Ran- distance is negatively associated with the likelihood of merger
dom peer group in our main analysis. Here, we can only include pairing. Consistent with the results of Li et al. (2021), we also find
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T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
Table 10
Likelihood of merger pairing – directional trust difference. The dependent variable, Merger pair, is a dummy taking the value
1 for the actual target-acquirer combination, and 0 for the matched control group. The control groups are the same as in
Table 2. Average marginal effects from logit regressions are presented. Variables are defined in Appendix A. Industry fixed ef-
fects are based on 1-digit SIC codes. Heteroskedasticity-consistent standard errors, clustered by deal, are shown in parentheses.
Significance levels: ∗ 0.1, ∗ ∗ 0.05, ∗ ∗ ∗ 0.01.
ln(1+| Trust |) x Targ. higher −0.1920∗∗∗ −0.2429∗∗∗ −0.1727∗∗∗ −0.1932∗∗∗ −0.1408∗∗∗ −0.1654∗∗∗
(0.0457) (0.0572) (0.0542) (0.0634) (0.0537) (0.0630)
ln(1+| Trust |) x Acq. higher −0.1583∗∗∗ −0.1587∗∗∗ −0.1317∗∗∗ −0.1536∗∗∗ −0.1321∗∗∗ −0.1708∗∗∗
(0.0392) (0.0518) (0.0445) (0.0556) (0.0448) (0.0565)
ln(Distance) −0.0067∗∗∗ −0.0106∗∗∗ −0.0080∗∗∗ −0.0098∗∗∗ −0.0078∗∗∗ −0.0094∗∗∗
(0.0004) (0.0004) (0.0003) (0.0004) (0.0003) (0.0004)
Horizontal 0.0620∗∗∗ 0.0762∗∗∗ −0.0019∗∗∗ −0.0270 −0.0025∗∗∗ −0.0053
(0.0014) (0.0010) (0.0006) (0.0360) (0.0006) (0.0276)
ln(Acq. mcap) (t − 1) 0.0090∗∗∗ 0.0127∗∗∗ 0.0058∗∗∗ 0.0261∗∗∗ 0.0061∗∗∗ 0.0243∗∗∗
(0.0003) (0.0005) (0.0003) (0.0011) (0.0003) (0.0010)
Acquirer return (t − 1) 0.0011 0.0004 0.0024∗∗ 0.0024 0.0031∗∗∗ 0.0044∗∗
(0.0012) (0.0017) (0.0011) (0.0018) (0.0012) (0.0019)
Acq. rev. growth (t − 1) 0.0041∗∗∗ 0.0064∗∗∗ 0.0051∗∗∗ 0.0075∗∗∗ 0.0045∗∗∗ 0.0054∗∗∗
(0.0013) (0.0017) (0.0013) (0.0020) (0.0013) (0.0020)
Acq. RoE (t − 1) 0.0004 −0.0005 0.0011 0.0045 0.0004 0.0033
(0.0026) (0.0032) (0.0029) (0.0043) (0.0030) (0.0044)
Acq. cash (t − 1) −0.0113∗∗∗ −0.0137∗∗∗ −0.0181∗∗∗ −0.0251∗∗∗ −0.0182∗∗∗ −0.0212∗∗∗
(0.0043) (0.0053) (0.0044) (0.0069) (0.0044) (0.0072)
Acq. B/M (t − 1) 0.0018 0.0071∗∗∗ 0.0032 0.0072∗∗ 0.0037∗ 0.0143∗∗∗
(0.0021) (0.0027) (0.0023) (0.0036) (0.0022) (0.0052)
ln(Targ. mcap) (t − 1) −0.0012∗∗∗ −0.0009∗∗ −0.0039∗∗∗ −0.0005 −0.0035∗∗∗ −0.0004
(0.0003) (0.0004) (0.0003) (0.0011) (0.0003) (0.0010)
Target return (t − 1) −0.0033∗∗∗ −0.0037∗∗ −0.0053∗∗∗ −0.0073∗∗∗ −0.0041∗∗∗ −0.0054∗∗∗
(0.0012) (0.0015) (0.0013) (0.0019) (0.0012) (0.0019)
Target rev. growth (t − 1) −0.0028∗ −0.0023 −0.0031∗∗ −0.0039∗∗ −0.0030∗∗ −0.0037∗∗
(0.0014) (0.0017) (0.0014) (0.0017) (0.0014) (0.0018)
Target RoE (t − 1) 0.0026 0.0050∗∗ 0.0025 0.0039∗ −0.0001 −0.0007
(0.0017) (0.0021) (0.0017) (0.0023) (0.0018) (0.0026)
Target cash (t − 1) 0.0042 0.0021 −0.0023 −0.0067 −0.0030 −0.0052
(0.0035) (0.0039) (0.0036) (0.0057) (0.0036) (0.0058)
Targ. B/M (t − 1) −0.0030∗∗ −0.0024 −0.0002 0.0016 0.0044∗∗∗ 0.0209∗∗∗
(0.0015) (0.0019) (0.0017) (0.0023) (0.0016) (0.0038)
Year FE Yes No Yes No Yes No
Industry FE Yes No Yes No Yes No
Deal FE No Yes No Yes No Yes
N 54,730 54,606 54,660 54,305 54,714 54,359
Pseudo R-sqr 0.346 0.411 0.060 0.103 0.059 0.100
that differences in corporate culture are associated with a lower with total and equity-based CEO compensation and argue that so-
likelihood of merger pairing. cial capital effectively mitigates agency problems. Their result indi-
cates that social capital at least partly captures agency problems
that are unlikely to be strongly associated with political prefer-
4.5.2. Controlling for county differences
ences, urban vs. rural areas, or racial diversity. Moreover, we find
Another potential concern is that our measure of social trust
qualitatively similar results when we use the distance in this social
captures some other county characteristics that affect M%A deci-
capital index as the alternative independent variable. The results
sions by firms. To make sure that our results are not driven by such
are reported in Internet Appendix Section B.2 and Table IA.4.
other county characteristics, in this section, we perform a robust-
ness check analysis controlling for differences in urbanness (based
on the six-point 2013 NCHS Urban-Rural Classification Scheme for 4.5.3. Direction of trust difference
Counties), population, racial composition, and political leaning be- Across all our analyses, we study the effect of distance in social
tween the target and the acquirer counties. trust on M&A decisions and outcomes. In this section, we perform
The results are shown in Table 9. Controlling for these differ- an additional analysis to study whether the direction of the differ-
ences in other county characteristics has virtually no impact on ence in social trust also matters for merger decisions. We perform
the estimated effect of social trust distance. The estimated coef- the same analysis as in Table 3 but divide the trust difference vari-
ficients are very close to those in Table 3. This result suggests that able into cases where the target is located in a higher-trust county
our results are not substantially affected by other county-level dif- and those where it is in a lower-trust one.
ferences, such as the degree of urbanness. The results are shown in Table 10. The estimated coefficients
This result is not entirely surprising, as our measure is are very similar for both trust distance variables, suggesting that
constructed using social capital proxies similar to the com- the direction of social trust difference does not matter much for
ponents of the PCA-based social capital index used in, e.g., the likelihood of merger pairing. In other words, cultural differ-
Hoi et al. (2019). That index is meant as a proxy for the joint influ- ences make mergers less likely, regardless of whether the acquirer
ences of social networks and cooperative norms in U.S. counties. comes from a high-trust county and the target from a low-trust
Hoi et al. (2019) find that social capital is negatively associated one or vice versa.
12
T.-C. Lin and V. Pursiainen Journal of Banking and Finance 149 (2023) 106759
5. Conclusion
Variable Definition
This paper provides novel evidence on the role of cultural trust Cross-sectional analysis - announced deals
in mergers and acquisitions. Our results suggest that differences in Completed Dummy taking the value 1 if the deal is completed, 0
social trust within the U.S. have significant implications for mergers if it is withdrawn.
Completion time Number of calendar days from announcement to
and acquisitions.
closing.
Our finding that M&A deals with two firms having a large social CAR Cumulative abnormal return in the period of [−3,+3]
trust distance are significantly less likely to be pursued is intuitive. trading days around the announcement date. The CAR
Social trust distance is likely to make both negotiating as well as calculation uses a market model with betas estimated
based on daily observations in [−252, −42] trading
executing a merger more complicated and more time-consuming.
days vs. announcement date.
It seems plausible that managers prefer to avoid such combina- BHAR Three-year buy-and-hold abnormal return, calculated
tions. It is also possible that in cases where large-trust-distance as return over a matched control firm. Control firms
combinations are pursued, they may be less likely to reach an are matched based on size, B/M, and prior year stock
agreement on a merger or an acquisition. Such attempted negotia- return. The universe of control firms is all firms listed
on the NYSE, AMEX and NASDAQ. Matching takes
tions would not appear in our data, as we only observe announced
place in the month prior to acquisition closing
deals. Our findings on deal completion rates and completion times month. We first calculate size deciles based on all
are consistent with the prediction that social trust distance is as- stocks listed on the NYSE, and allocate all firms into
sociated with more complex deal execution. these size deciles. We then divide the bottom decile
into five size portfolios based on all firms regardless
On the other hand, our finding that a larger social trust dis-
of stock exchange. We simultaneously construct 10
tance in domestic mergers and acquisitions is associated with B/M portfolios based on all stocks in the three
higher synergy gains is novel and opposite to the results of exchanges. The chosen control firm is the one in the
Ahern et al. (2015), who find that cultural distance decreases com- same size and B/M portfolios with stock return
bined announcement returns in the context of cross-border M&A. closest to the acquirer in the prior year.
Trust County-level trust index estimated based on the
Understanding the reason for this difference between the impact
World Values Survey (WVS) trust data. We regress the
of cultural differences domestically and internationally remains a WVS regional trust by three determinants of social
potential avenue for future research. It could, for example, be the capital and use the expected county-level values from
case that managers are more prone to underestimating the com- the regression as a proxy for regional cultural trust.
plexities of international mergers than they are in the case of do- Distance The distance in km between target and acquirer
headquarters cities.
mestic mergers. Share return Total share return in the 12m prior to announcement.
Volatility Annualised volatility of daily share return in days
[−252, −42] vs. announcement date.
CRediT authorship contribution statement
Relative size Deal value divided by acquirer market cap.
Horizontal Dummy taking the value 1 if target and acquirer have
Tse-Chun Lin: Conceptualization, Data curation, Formal anal- the same 2-digit SIC code.
ysis, Investigation, Methodology, Visualization, Writing – original Non-zero toehold Dummy taking the value 1 if acquirer has initial
draft. Vesa Pursiainen: Conceptualization, Data curation, Formal shareholding in the target company.
Toehold size The percentage of target shares held by the acquirer
analysis, Investigation, Methodology, Visualization, Writing – origi-
prior to announcement.
nal draft.
Data will be made available on request. Supplementary material associated with this article can be
found, in the online version, at 10.1016/j.jbankfin.2023.106759.
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