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Shell games: On the value of shell companies

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  • Floros, Ioannis V.
  • Sapp, Travis R.A.

Abstract

A reverse merger allows a private company to assume the current reporting status of another company that is public. This can be done quickly, without fundraising, road show, underwriter, substantial ownership dilution, or great expense. Private firms that go public via reverse merger are often motivated by the need to quickly secure financing through privately placed stock (PIPEs) and the desire to make acquisitions using stock as payment. In each of the last eight years reverse mergers have outnumbered traditional IPOs as a mechanism for going public, and reporting shell companies are providing fuel for much of this growth. We study 585 trading shell companies over the period 2006-2008. The purpose of most of these shell firms is to find a suitor for a reverse merger agreement. These companies have no systematic risk, operations, or assets, and their share price tends to decline over time. Yet, these firms have investors. When a takeover agreement is consummated, shell company three-month abnormal returns are 48.1%. We argue that this exceptional return is compensation to investors for shell stock illiquidity and the uncertainty of finding a reverse merger suitor. We show that shell company returns are much greater at the consummation of a merger than those of a similar entity that in dollar terms is more popular among investors -- Special Purpose Acquisition Companies (SPACs).

Suggested Citation

  • Floros, Ioannis V. & Sapp, Travis R.A., 2011. "Shell games: On the value of shell companies," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 850-867, September.
  • Handle: RePEc:eee:corfin:v:17:y:2011:i:4:p:850-867
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    Cited by:

    1. Shachmurove, Yochanan & Vulanovic, Milos, 2013. "SPACs in Shipping," EconStor Preprints 88633, ZBW - German National Library of Economics.
    2. Jianan Liu & Robert F. Stambaugh & Yu Yuan, 2018. "Size and Value in China," NBER Working Papers 24458, National Bureau of Economic Research, Inc.
    3. Chatterjee, Sris & Chidambaran, N.K. & Goswami, Gautam, 2016. "Security design for a non-standard IPO: The case of SPACs," Journal of International Money and Finance, Elsevier, vol. 69(C), pages 151-178.
    4. Shachmurove, Yochanan & Vulanovic, Milos, 2014. "SPACs with focus on China," EconStor Preprints 92407, ZBW - German National Library of Economics.
    5. Lakicevic, Milan & Shachmurove, Yochanan & Vulanovic, Milos, 2014. "Institutional changes of Specified Purpose Acquisition Companies (SPACs)," The North American Journal of Economics and Finance, Elsevier, vol. 28(C), pages 149-169.
    6. repec:taf:applec:v:48:y:2016:i:42:p:4051-4065 is not listed on IDEAS
    7. repec:kap:rqfnac:v:49:y:2017:i:4:d:10.1007_s11156-016-0614-9 is not listed on IDEAS
    8. Cumming, Douglas & Haß, Lars Helge & Schweizer, Denis, 2014. "The fast track IPO – Success factors for taking firms public with SPACs," Journal of Banking & Finance, Elsevier, vol. 47(C), pages 198-213.
    9. Shachmurove, Yochanan & Vulanovic, Milos, 2017. "U.S. SPACs with a focus on China," Journal of Multinational Financial Management, Elsevier, vol. 39(C), pages 1-18.
    10. Greene, Daniel, 2016. "The wealth of private firm owners following reverse mergers," Journal of Corporate Finance, Elsevier, vol. 37(C), pages 56-75.
    11. Dimitrova, Lora, 2017. "Perverse incentives of special purpose acquisition companies, the “poor man's private equity funds”," Journal of Accounting and Economics, Elsevier, vol. 63(1), pages 99-120.
    12. repec:wsi:qjfxxx:v:07:y:2017:i:01:n:s2010139216500208 is not listed on IDEAS
    13. Troy Pollard, 2016. "Sneaking in the back door? An evaluation of reverse mergers and IPOs," Review of Quantitative Finance and Accounting, Springer, vol. 47(2), pages 305-341, August.
    14. Michael, Bryane & Goo, Say-Hak, 2017. "Do Corporate Governance Practices In One Jurisdiction Affect Another One? Lessons from the Panama Papers," EconStor Preprints 173676, ZBW - German National Library of Economics.
    15. Kolb, Johannes & Tykvová, Tereza, 2016. "Going public via special purpose acquisition companies: Frogs do not turn into princes," Journal of Corporate Finance, Elsevier, vol. 40(C), pages 80-96.

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