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Is Acquiring-Firm Shareholder Approval in Stock-for-Stock Mergers Perfunctory?

Author

Listed:
  • Timothy R. Burch
  • Angela G. Morgan
  • Jack G. Wolf

Abstract

Despite mixed stock returns for acquirer shareholders in large stock-for-stock mergers, acquiring-firm merger proxy votes rarely fail; in the sample we examine, the average approval rate of votes cast is 95%. Our examination of whether merger votes are effective in monitoring management’s acquisition policy indicates that the margin of approval varies substantially with firm and deal characteristics, and while there are no failed votes in our sample some deals are only narrowly approved. These findings support the notion that merger proxy votes provide credible threats despite high average approval rates.

Suggested Citation

  • 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.
    • Handle: RePEc:fma:fmanag:burchmorganwolf04
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    Citations

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    Cited by:

    1. Van Wesep, Edward D., 2014. "The Idealized Electoral College voting mechanism and shareholder power," Journal of Financial Economics, Elsevier, vol. 113(1), pages 90-108.
    2. Arena, Matteo P. & Ferris, Stephen P., 2007. "When managers bypass shareholder approval of board appointments: Evidence from the private security market," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 485-510, September.
    3. 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.
    4. Rexford Attah‐Boakye & Yilmaz Guney & Elvis Hernandez‐Perdomo & Johnathan Mun, 2021. "Why do some merger and acquisitions deals fail? A global perspective," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 26(3), pages 4734-4776, July.
    5. Maug, Ernst & Rydqvist, Kristian, 2007. "Do shareholders vote strategically? Voting behavior, proposals screening, and majority rules," Papers 07-35, Sonderforschungsbreich 504.
    6. Lingwei Li & Huai Zhang, 2021. "The devil is in the detail? Investors’ mispricing of proxy voting outcomes on M&A deals," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 48(3-4), pages 692-717, March.
    7. 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.
    8. Ng, Lilian & Sibilkov, Valeriy & Wang, Qinghai & Zaiats, Nataliya, 2011. "Does shareholder approval requirement of equity compensation plans matter?," Journal of Corporate Finance, Elsevier, vol. 17(5), pages 1510-1530.
    9. Tokbolat, Yerzhan & Le, Hang & Thompson, Steve, 2021. "Corporate diversification, refocusing and shareholder voting," International Review of Financial Analysis, Elsevier, vol. 78(C).

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