Information Asymmetries, Litigation Risk and the Demand for Fairness Opinions: Evidence from U.S. Mergers & Acquisitions, 1980-2002
AbstractIn the market for corporate control, a potential market failure of asymmetric or inadequate information arises if any of the market participants (the acquiring or target firms’ management, boards of directors or shareholders) have insufficient knowledge about the real market value of a target firm. This failure may be mitigated by the market’s participants choosing to purchase additional information about the value of the target firm. An opinion by a third party regarding this value is known as a “fairness opinion.” Although it is often the case that at least one party to an acquisition obtains a fairness opinion, the issue of whether they provide any informational value is still debated. US court rulings have increased the potential costs to firms and their boards of directors of making merger and acquisition decisions without sufficient information, thus potentially raising the value of fairness opinions. The paper examines factors influencing the decisions of firms engaged in merger and acquisition activity during the 1980-2002 period to obtain or not to obtain fairness opinions. For each transaction information is available on the primary industry in which the acquiring and target firms operate and on the numbers and types of additional information, including fairness opinions, each of the parties to the transaction sought during the progress of the transaction. Our results show that for the acquiring firm in an acquisition, the likelihood of purchasing fairness opinions is influenced significantly by (1) the market values of the acquirer and the target firm, (2) the volatility of excess returns of both firms, (3) whether or not the transaction is a “cash” deal, (3) the degree of asymmetric information as measured by the similarity of the acquirer and target firms, (4) the amount of monopoly power the target firm has, (5) whether the acquisition is “hostile,” and (6) whether other financial advisory services have been purchased by either firm. Finally, strong evidence is found indicating that (7) the behavior of acquiring firms, whether incorporated in Delaware or not, has been significantly altered since the 1985 Van Gorkom v. Smith decision by a Delaware court regarding fairness opinions. Our results for target firms are not as strong as those for acquirers, nor are the results for financial advisory services more broadly defined.
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Bibliographic InfoPaper provided by University of Delaware, Department of Economics in its series Working Papers with number 05-17.
Length: 32 pages
Date of creation: 2005
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This paper has been announced in the following NEP Reports:
- NEP-ALL-2005-11-12 (All new papers)
- NEP-CFN-2005-11-12 (Corporate Finance)
- NEP-CSE-2005-11-12 (Economics of Strategic Management)
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- Smith, C.W. & Watts, R.L., 1992.
"The Investment Oppotunity set and Corporate Financing, Dividend and Compensation Policies,"
92-02, Rochester, Business - Financial Research and Policy Studies.
- Smith, Clifford Jr. & Watts, Ross L., 1992. "The investment opportunity set and corporate financing, dividend, and compensation policies," Journal of Financial Economics, Elsevier, vol. 32(3), pages 263-292, December.
- Bizjak, John M. & Brickley, James A. & Coles, Jeffrey L., 1993. "Stock-based incentive compensation and investment behavior," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 349-372, April.
- Frankel, Richard & Li, Xu, 2004. "Characteristics of a firm's information environment and the information asymmetry between insiders and outsiders," Journal of Accounting and Economics, Elsevier, vol. 37(2), pages 229-259, June.
- Fan, Joseph P H & Lang, Larry H P, 2000. "The Measurement of Relatedness: An Application to Corporate Diversification," The Journal of Business, University of Chicago Press, vol. 73(4), pages 629-60, October.
- Gaver, Jennifer J. & Gaver, Kenneth M., 1993. "Additional evidence on the association between the investment opportunity set and corporate financing, dividend, and compensation policies," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 125-160, April.
- Fama, Eugene F & French, Kenneth R, 1995. " Size and Book-to-Market Factors in Earnings and Returns," Journal of Finance, American Finance Association, vol. 50(1), pages 131-55, March.
- Moeller, Sara B. & Schilngemann, Frederik P. & Stulz, Rene M., 2004.
"Do Acquirers with More Uncertain Growth Prospects Gain Less from Acquisitions?,"
Working Paper Series
2004-19, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
- Sara B. Moeller & Frederik P. Schlingemann & Rene M. Stulz, 2004. "Do Acquirers With More Uncertain Growth Prospects Gain Less From Acquisitions?," NBER Working Papers 10773, National Bureau of Economic Research, Inc.
- Andrei Shleifer & Robert W. Vishny, 2001.
"Stock Market Driven Acquisitions,"
NBER Working Papers
8439, National Bureau of Economic Research, Inc.
- Sara B. Moeller & Frederik P. Schlingemann & Rene M. Stulz, 2004.
"Wealth Destruction on a Massive Scale? A Study of Acquiring-Firm Returns in the Recent Merger Wave,"
NBER Working Papers
10200, National Bureau of Economic Research, Inc.
- 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, 04.
- Matthew Rhodes-Kropf & S. Viswanathan, 2004. "Market Valuation and Merger Waves," Journal of Finance, American Finance Association, vol. 59(6), pages 2685-2718, December.
- Boone, Audra L. & Casares Field, Laura & Karpoff, Jonathan M. & Raheja, Charu G., 2007. "The determinants of corporate board size and composition: An empirical analysis," Journal of Financial Economics, Elsevier, vol. 85(1), pages 66-101, July.
- Sara B. Moeller & Frederik P. Schlingemann & Rene M. Schultz, 2004. "Do Acquirers With More Uncertain Growth Prospects Gain Less From Acquisitions?," Working Papers 05-17, Utrecht School of Economics.
- Rhodes-Kropf, Matthew & Robinson, David T. & Viswanathan, S., 2005. "Valuation waves and merger activity: The empirical evidence," Journal of Financial Economics, Elsevier, vol. 77(3), pages 561-603, September.
- Fama, Eugene F. & French, Kenneth R., 1997. "Industry costs of equity," Journal of Financial Economics, Elsevier, vol. 43(2), pages 153-193, February.
- Kathleen M. Kahle & Ralph A. Walkling, . "The Impact of Industry Classifications on Financial Research," Research in Financial Economics 9607, Ohio State University.
- Berger, Philip G. & Ofek, Eli, 1995. "Diversification's effect on firm value," Journal of Financial Economics, Elsevier, vol. 37(1), pages 39-65, January.
- Eleswarapu, Venkat R. & Thompson, Rex & Venkataraman, Kumar, 2004. "The Impact of Regulation Fair Disclosure: Trading Costs and Information Asymmetry," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 39(02), pages 209-225, June.
- Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-29, May.
- Kole, Stacey R., 1997. "The complexity of compensation contracts," Journal of Financial Economics, Elsevier, vol. 43(1), pages 79-104, January.
- Yermack, David, 1995. "Do corporations award CEO stock options effectively?," Journal of Financial Economics, Elsevier, vol. 39(2-3), pages 237-269.
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