IDEAS home Printed from https://ideas.repec.org/a/eee/quaeco/v57y2015icp175-190.html
   My bibliography  Save this article

The effect of M&A advisors’ opinions on acquirer shareholder voting

Author

Listed:
  • Ouyang, Wenjing

Abstract

Recent studies find that merger advisors, in particular those of the acquirer, often face conflicts of interest and present overly optimistic opinions about a deal. It is not clear, however, whether and how these opinions affect shareholders’ voting decisions regarding a deal. The main findings indicate that target advisors’ opinions but not those of acquirer advisors, significantly influence the acquirer shareholders’ approval rate. Acquirer advisors’ opinions tend to be more optimistic, especially when the deal announcement intrigues negative market reaction. However, these opinions are negatively related to the post-merger performance. This paper concludes that acquirer shareholders are able to discern the potential conflicts of interest of merger advisors and follow the advice of more conservative target advisors.

Suggested Citation

  • Ouyang, Wenjing, 2015. "The effect of M&A advisors’ opinions on acquirer shareholder voting," The Quarterly Review of Economics and Finance, Elsevier, vol. 57(C), pages 175-190.
  • Handle: RePEc:eee:quaeco:v:57:y:2015:i:c:p:175-190
    DOI: 10.1016/j.qref.2014.11.004
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1062976914001021
    Download Restriction: Full text for ScienceDirect subscribers only

    File URL: https://libkey.io/10.1016/j.qref.2014.11.004?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Mitchell, Mark L & Stafford, Erik, 2000. "Managerial Decisions and Long-Term Stock Price Performance," The Journal of Business, University of Chicago Press, vol. 73(3), pages 287-329, July.
    2. Dodd, Peter & Warner, Jerold B., 1983. "On corporate governance : A study of proxy contests," Journal of Financial Economics, Elsevier, vol. 11(1-4), pages 401-438, April.
    3. Antonios Antoniou & Philippe Arbour & Huainan Zhao, 2008. "How Much Is Too Much: Are Merger Premiums Too High?," European Financial Management, European Financial Management Association, vol. 14(2), pages 268-287, March.
    4. Sara B. Moeller & Frederik P. Schlingemann & René M. Stulz, 2005. "Wealth Destruction on a Massive Scale? A Study of Acquiring‐Firm Returns in the Recent Merger Wave," Journal of Finance, American Finance Association, vol. 60(2), pages 757-782, April.
    5. Matvos, Gregor & Ostrovsky, Michael, 2008. "Cross-ownership, returns, and voting in mergers," Journal of Financial Economics, Elsevier, vol. 89(3), pages 391-403, September.
    6. Martin, Kenneth J. & Thomas, Randall S., 2005. "When is enough, enough? Market reaction to highly dilutive stock option plans and the subsequent impact on CEO compensation," Journal of Corporate Finance, Elsevier, vol. 11(1-2), pages 61-83, March.
    7. Kisgen, Darren J. & QJ Qian, Jun & Song, Weihong, 2009. "Are fairness opinions fair? The case of mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 91(2), pages 179-207, February.
    8. Jack Bao & Alex Edmans, 2011. "Do Investment Banks Matter for M&A Returns?," Review of Financial Studies, Society for Financial Studies, vol. 24(7), pages 2286-2315.
    9. Loughran, Tim & Vijh, Anand M, 1997. "Do Long-Term Shareholders Benefit from Corporate Acquisitions?," Journal of Finance, American Finance Association, vol. 52(5), pages 1765-1790, December.
    10. Kale, Jayant R. & Kini, Omesh & Ryan, Harley E., 2003. "Financial Advisors and Shareholder Wealth Gains in Corporate Takeovers," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 38(3), pages 475-501, September.
    11. Raghavendra Rau, P., 2000. "Investment bank market share, contingent fee payments, and the performance of acquiring firms," Journal of Financial Economics, Elsevier, vol. 56(2), pages 293-324, May.
    12. Amihud, Yakov & Lev, Baruch & Travlos, Nickolaos G, 1990. "Corporate Control and the Choice of Investment Financing: The Case of Corporate Acquisitions," Journal of Finance, American Finance Association, vol. 45(2), pages 603-616, June.
    13. Andriy Bodnaruk & Massimo Massa & Andrei Simonov, 2009. "Investment Banks as Insiders and the Market for Corporate Control," Review of Financial Studies, Society for Financial Studies, vol. 22(12), pages 4989-5026, December.
    14. Easterbrook, Frank H & Fischel, Daniel R, 1983. "Voting in Corporate Law," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 395-427, June.
    15. Clifford G. Holderness, 2009. "The Myth of Diffuse Ownership in the United States," Review of Financial Studies, Society for Financial Studies, vol. 22(4), pages 1377-1408, April.
    16. Yuanzhi Luo, 2005. "Do Insiders Learn from Outsiders? Evidence from Mergers and Acquisitions," Journal of Finance, American Finance Association, vol. 60(4), pages 1951-1982, August.
    17. Jennifer E. Bethel & Stuart L. Gillan, 2002. "The Impact of the Institutional and Regulatory Environment on Shareholder Voting," Financial Management, Financial Management Association, vol. 31(4), Winter.
    18. DeAngelo, Harry & DeAngelo, Linda, 1989. "Proxy contests and the governance of publicly held corporations," Journal of Financial Economics, Elsevier, vol. 23(1), pages 29-59, June.
    19. Jie Cai & Jacqueline L. Garner & Ralph A. Walkling, 2009. "Electing Directors," Journal of Finance, American Finance Association, vol. 64(5), pages 2389-2421, October.
    20. Servaes, Henri & Zenner, Marc, 1996. "The Role of Investment Banks in Acquisitions," Review of Financial Studies, Society for Financial Studies, vol. 9(3), pages 787-815.
    21. Fama, Eugene F., 1998. "Market efficiency, long-term returns, and behavioral finance," Journal of Financial Economics, Elsevier, vol. 49(3), pages 283-306, September.
    22. Kolasinski, Adam C. & Kothari, S. P., 2008. "Investment Banking and Analyst Objectivity: Evidence from Analysts Affiliated with Mergers and Acquisitions Advisors," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 43(4), pages 817-842, December.
    23. Gordon, Lilli A & Pound, John, 1993. "Information, Ownership Structure, and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals," Journal of Finance, American Finance Association, vol. 48(2), pages 697-718, June.
    24. Timothy R. Burch & Angela G. Morgan & Jack G. Wolf, 2004. "Is Acquiring-Firm Shareholder Approval in Stock-for-Stock Mergers Perfunctory?," Financial Management, Financial Management Association, vol. 33(4), Winter.
    25. Papke, Leslie E. & Wooldridge, Jeffrey M., 2008. "Panel data methods for fractional response variables with an application to test pass rates," Journal of Econometrics, Elsevier, vol. 145(1-2), pages 121-133, July.
    26. Bates, Thomas W. & Becher, David A. & Lemmon, Michael L., 2008. "Board classification and managerial entrenchment: Evidence from the market for corporate control," Journal of Financial Economics, Elsevier, vol. 87(3), pages 656-677, March.
    27. McLaughlin, Robyn M., 1992. "Does the form of compensation matter? *1: Investment banker fee contracts in tender offers," Journal of Financial Economics, Elsevier, vol. 32(2), pages 223-260, October.
    28. Allen, Linda, et al, 2004. "The Role of Bank Advisors in Mergers and Acquisitions," Journal of Money, Credit and Banking, Blackwell Publishing, vol. 36(2), pages 197-224, April.
    29. Pavel G. Savor & Qi Lu, 2009. "Do Stock Mergers Create Value for Acquirers?," Journal of Finance, American Finance Association, vol. 64(3), pages 1061-1097, June.
    30. Travlos, Nickolaos G, 1987. "Corporate Takeover Bids, Methods of Payment, and Bidding Firms' Stock Returns," Journal of Finance, American Finance Association, vol. 42(4), pages 943-963, September.
    31. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November.
    32. Stuart L. Gillan & Laura T. Starks, 2007. "The Evolution of Shareholder Activism in the United States," Journal of Applied Corporate Finance, Morgan Stanley, vol. 19(1), pages 55-73, January.
    33. Harris, Milton & Raviv, Artur, 1988. "Corporate governance : Voting rights and majority rules," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 203-235, January.
    34. Kathleen Fuller & Jeffry Netter & Mike Stegemoller, 2002. "What Do Returns to Acquiring Firms Tell Us? Evidence from Firms That Make Many Acquisitions," Journal of Finance, American Finance Association, vol. 57(4), pages 1763-1793, August.
    35. Freedman, David A. & Sekhon, Jasjeet S., 2010. "Endogeneity in Probit Response Models," Political Analysis, Cambridge University Press, vol. 18(2), pages 138-150, April.
    36. Raghavendra Rau, P. & Vermaelen, Theo, 1998. "Glamour, value and the post-acquisition performance of acquiring firms," Journal of Financial Economics, Elsevier, vol. 49(2), pages 223-253, August.
    37. McLaughlin, Robyn M., 1990. "Investment-banking contracts in tender offers : An empirical analysis," Journal of Financial Economics, Elsevier, vol. 28(1-2), pages 209-232.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Andrey Golubov & Dimitris Petmezas & Nickolaos G. Travlos, 2013. "Empirical mergers and acquisitions research: a review of methods, evidence and managerial implications," Chapters, in: Adrian R. Bell & Chris Brooks & Marcel Prokopczuk (ed.), Handbook of Research Methods and Applications in Empirical Finance, chapter 12, pages 287-313, Edward Elgar Publishing.
    2. Killian J. McCarthy & Florian Noseleit, 2022. "Too many cooks spoil the broth: on the impact of external advisors on mergers and acquisitions," Review of Managerial Science, Springer, vol. 16(6), pages 1817-1852, August.
    3. Anjana Rajamani & Marieke van der Poel & Abe de Jong & Steven Ongena, 2017. "The International Diversification of Banks and the Value of Their Cross-Border M&A Advice," Management Science, INFORMS, vol. 63(7), pages 2211-2232, July.
    4. Jian Huang & Han Yu & Zhen Zhang, 2023. "External vs. In-House Advising Service: Evidence from the Financial Industry Acquisitions," JRFM, MDPI, vol. 16(2), pages 1-21, January.
    5. Chen, Chong & Wu, Xueping, 2021. "Winning megadeals: The dual role of acquirer advisors in loan-financed mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 69(C).
    6. Laura Henning, 2015. "Shareholder voting and merger returns," Financial Markets and Portfolio Management, Springer;Swiss Society for Financial Market Research, vol. 29(4), pages 337-363, November.
    7. Guo, Jie (Michael) & Li, Yichen & Wang, Changyun & Xing, Xiaofei, 2020. "The role of investment bankers in M&As: New evidence on Acquirers’ financial conditions," Journal of Banking & Finance, Elsevier, vol. 119(C).
    8. Cindy R. Alexander & Mark A. Chen & Duane J. Seppi & Chester S. Spatt, 2009. "The Role of Advisory Services in Proxy Voting," NBER Working Papers 15143, National Bureau of Economic Research, Inc.
    9. Fee, C. Edward & Subramaniam, Venkat & Wang, Maobin & Zhang, Yi, 2019. "Bank lenders as matchmakers? Evidence from when acquirers and targets share a common lender," Pacific-Basin Finance Journal, Elsevier, vol. 56(C), pages 248-272.
    10. Johannes Kolb, 2019. "Do investment banks create value for their clients? Empirical evidence from European acquisitions," European Financial Management, European Financial Management Association, vol. 25(1), pages 80-115, January.
    11. Chang, Xin & Shekhar, Chander & Tam, Lewis H.K. & Yao, Jiaquan, 2016. "The information role of advisors in mergers and acquisitions: Evidence from acquirers hiring targets’ ex-advisors," Journal of Banking & Finance, Elsevier, vol. 70(C), pages 247-264.
    12. Qingzhong Ma, 2013. "Investment banks advising takeover targets," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 37(3), pages 339-374, July.
    13. An, Suwei, 2023. "Essays on incentive contracts, M&As, and firm risk," Other publications TiSEM dd97d2f5-1c9d-47c5-ba62-f, Tilburg University, School of Economics and Management.
    14. Chuang, Kai-Shi, 2014. "Financial advisors, financial crisis, and shareholder wealth in bank mergers," Global Finance Journal, Elsevier, vol. 25(3), pages 229-245.
    15. Richard Herron, 2022. "How Much Does Your Banker’s Target-Specific Experience Matter? Evidence from Target IPO Underwriters that Advise Acquirers," Journal of Financial Services Research, Springer;Western Finance Association, vol. 61(2), pages 217-258, April.
    16. Liu, Qi & Sun, Xian & Wu, Hong, 2019. "Premier advisory services for VIP acquirers," Journal of Corporate Finance, Elsevier, vol. 54(C), pages 1-25.
    17. Martynova, M. & Renneboog, L.D.R., 2005. "Takeover Waves : Triggers, Performance and Motives," Discussion Paper 2005-107, Tilburg University, Center for Economic Research.
    18. Bethel, Jennifer E. & Hu, Gang & Wang, Qinghai, 2009. "The market for shareholder voting rights around mergers and acquisitions: Evidence from institutional daily trading and voting," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 129-145, February.
    19. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.
    20. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.

    More about this item

    Keywords

    Merger and acquisition; Shareholder voting; Investment banking; Financial advisor;
    All these keywords.

    JEL classification:

    • G24 - Financial Economics - - Financial Institutions and Services - - - Investment Banking; Venture Capital; Brokerage
    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:quaeco:v:57:y:2015:i:c:p:175-190. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/inca/620167 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.