IDEAS home Printed from https://ideas.repec.org/a/eee/corfin/v17y2011i4p959-981.html
   My bibliography  Save this article

How much is reasonable? The size of termination fees in mergers and acquisitions

Author

Listed:
  • Jeon, Jin Q.
  • Ligon, James A.

Abstract

We investigate termination fee size in mergers. Although the deal premium does not significantly affect fee size, smaller targets and targets with lower institutional ownership offer larger fees. Low or moderate fees do not eliminate post-announcement competing bids, while large fees do. Fee size is generally positively correlated with deal completion. However, large fees are negatively correlated with the consummation of high-premium deals. Fee size is generally unrelated to announcement-date cumulative abnormal returns. However, returns are significantly lower for deals including fees larger than 5%. Overall, the study provides evidence that low- or moderate-size fees serve as efficient contractual devices, while large fees are less beneficial to shareholders and therefore tend to suggest agency conflicts.

Suggested Citation

  • Jeon, Jin Q. & Ligon, James A., 2011. "How much is reasonable? The size of termination fees in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 959-981, September.
    • Handle: RePEc:eee:corfin:v:17:y:2011:i:4:p:959-981
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S092911991100054X
    Download Restriction: Full text for ScienceDirect subscribers only
    ---><---

    As the access to this document is restricted, you may want to

    for a different version of it.

    References listed on IDEAS

    as
    1. Amemiya, Yasuo, 1985. "Instrumental variable estimator for the nonlinear errors-in-variables model," Journal of Econometrics, Elsevier, vol. 28(3), pages 273-289, June.
    2. Smith, Richard J & Blundell, Richard W, 1986. "An Exogeneity Test for a Simultaneous Equation Tobit Model with an Application to Labor Supply," Econometrica, Econometric Society, vol. 54(3), pages 679-685, May.
    3. Officer, Micah S., 2003. "Termination fees in mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 69(3), pages 431-467, September.
    4. Roberto Rigobon & Thomas M. Stoker, 2007. "Estimation With Censored Regressors: Basic Issues," International Economic Review, Department of Economics, University of Pennsylvania and Osaka University Institute of Social and Economic Research Association, vol. 48(4), pages 1441-1467, November.
    5. Paul André & Samer Khalil & Michel Magnan, 2007. "Termination Fees in Mergers and Acquisitions: Protecting Investors or Managers?," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 34(3‐4), pages 541-566, April.
    6. Audra L. Boone & J. Harold Mulherin, 2007. "Do Termination Provisions Truncate the Takeover Bidding Process?," The Review of Financial Studies, Society for Financial Studies, vol. 20(2), pages 461-489.
    7. Bates, Thomas W. & Lemmon, Michael L., 2003. "Breaking up is hard to do? An analysis of termination fee provisions and merger outcomes," Journal of Financial Economics, Elsevier, vol. 69(3), pages 469-504, September.
    8. Betton, Sandra & Eckbo, B. Espen & Thorburn, Karin S., 2009. "Merger negotiations and the toehold puzzle," Journal of Financial Economics, Elsevier, vol. 91(2), pages 158-178, February.
    9. Rivers, Douglas & Vuong, Quang H., 1988. "Limited information estimators and exogeneity tests for simultaneous probit models," Journal of Econometrics, Elsevier, vol. 39(3), pages 347-366, November.
    10. Burch, Timothy R., 2001. "Locking out rival bidders: The use of lockup options in corporate mergers," Journal of Financial Economics, Elsevier, vol. 60(1), pages 103-141, April.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Jin Q Jeon & Cheolwoo Lee, 2014. "Effective Post-Signing Market Check or Window Dressing? The Role of Go-Shop Provisions in M&A Transactions," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 41(1-2), pages 210-241, January.
    2. Ryoo, Juyoun & Jeon, Jin Q. & Lee, Cheolwoo, 2016. "Do marketing activities enhance firm value? Evidence from M&A transactions," European Management Journal, Elsevier, vol. 34(3), pages 243-257.
    3. Wolfgang Bessler & Colin Schneck, 2015. "Excess premium offers and bidder success in European takeovers," Eurasian Economic Review, Springer;Eurasia Business and Economics Society, vol. 5(1), pages 23-62, June.
    4. Schneck, Colin & Bessler, Wolfgang & Zimmermann, Jan, 2014. "Bidder Contests in International Mergers and Acquisitions: The Impact of Toeholds, Preemptive Bidding, and Termination Fees," VfS Annual Conference 2014 (Hamburg): Evidence-based Economic Policy 100493, Verein für Socialpolitik / German Economic Association.
    5. Sridhar Gogineni & John Puthenpurackal, 2021. "Why do takeover targets protect acquirers? Evidence from force‐the‐vote provisions," Financial Management, Financial Management Association International, vol. 50(3), pages 805-843, September.
    6. Lee, Kangbok & Joo, Sunghoon & Baik, Hyeoncheol & Han, Sumin & In, Joonhwan, 2020. "Unbalanced data, type II error, and nonlinearity in predicting M&A failure," Journal of Business Research, Elsevier, vol. 109(C), pages 271-287.
    7. Adra, Samer & Barbopoulos, Leonidas G. & Saunders, Anthony, 2020. "The impact of monetary policy on M&A outcomes," Journal of Corporate Finance, Elsevier, vol. 62(C).
    8. Neyland, Jordan & Shekhar, Chander, 2018. "How much is too much? Large termination fees and target distress," Journal of Banking & Finance, Elsevier, vol. 88(C), pages 97-112.
    9. Antoniades, Adonis & Calomiris, Charles W. & Hitscherich, Donna M., 2016. "No free shop: Why target companies sometimes choose not to buy ‘go-shop’ options," Journal of Economics and Business, Elsevier, vol. 88(C), pages 36-64.
    10. Tugce Karatas & Ali Hirsa, 2025. "Predicting status of pre- and post-M&A deals using machine learning and deep learning techniques," Digital Finance, Springer, vol. 7(1), pages 61-106, March.
    11. Tugce Karatas & Ali Hirsa, 2021. "Predicting Status of Pre and Post M&A Deals Using Machine Learning and Deep Learning Techniques," Papers 2110.09315, arXiv.org.
    12. Denis Schweizer & Ge Wu, 2021. "Law Firm expertise and shareholder wealth," Financial Markets, Institutions & Instruments, John Wiley & Sons, vol. 30(4), pages 129-163, November.
    13. Yue Liu, 2019. "Shareholder wealth effects of M&A withdrawals," Review of Quantitative Finance and Accounting, Springer, vol. 52(3), pages 681-716, April.
    14. Sridhar Gogineni & Pawan Jain, 2021. "The Role of Target Termination Fees in REIT Mergers," The Journal of Real Estate Finance and Economics, Springer, vol. 63(1), pages 1-39, July.
    15. Bessler, Wolfgang & Schneck, Colin & Zimmermann, Jan, 2015. "Bidder contests in international mergers and acquisitions: The impact of toeholds, preemptive bidding, and termination fees," International Review of Financial Analysis, Elsevier, vol. 42(C), pages 4-23.
    16. Deepak Kumar & Keya Sengupta & Mousumi Bhattacharya, 2023. "M&A Negotiations: Role of Negotiation Process, Ownership and Advisors on Deal Completion," Group Decision and Negotiation, Springer, vol. 32(5), pages 1083-1115, October.

    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. Bargeron, Leonce L., 2012. "Do Shareholder Tender Agreements inform or expropriate shareholders?," Journal of Corporate Finance, Elsevier, vol. 18(2), pages 373-388.
    2. Goldman, Eitan & Qian, Jun, 2005. "Optimal toeholds in takeover contests," Journal of Financial Economics, Elsevier, vol. 77(2), pages 321-346, August.
    3. Schneck, Colin & Bessler, Wolfgang & Zimmermann, Jan, 2014. "Bidder Contests in International Mergers and Acquisitions: The Impact of Toeholds, Preemptive Bidding, and Termination Fees," VfS Annual Conference 2014 (Hamburg): Evidence-based Economic Policy 100493, Verein für Socialpolitik / German Economic Association.
    4. C. N. V. Krishnan & Ronald W. Masulis, 2013. "Law Firm Expertise and Merger and Acquisition Outcomes," Journal of Law and Economics, University of Chicago Press, vol. 56(1), pages 189-226.
    5. Eckbo, B Espen & Thorburn, Karin S & ,, 2005. "The Toehold Puzzle," CEPR Discussion Papers 5084, C.E.P.R. Discussion Papers.
    6. S. Rosenkranz & U. Weitzel, 2005. "Bargaining in Mergers: The Role of Outside Options and Termination Provisions," Working Papers 05-32, Utrecht School of Economics.
    7. Sourafel Girma & Dev Vencappa, 2015. "Financing sources and firm level productivity growth: evidence from Indian manufacturing," Journal of Productivity Analysis, Springer, vol. 44(3), pages 283-292, December.
    8. Guilhem Bascle, 2008. "Controlling for endogeneity with instrumental variables in strategic management research," Post-Print hal-00576795, HAL.
    9. Calcagno, Riccardo & Falconieri, Sonia, 2014. "Competition and dynamics of takeover contests," Journal of Corporate Finance, Elsevier, vol. 26(C), pages 36-56.
    10. Betton, Sandra & Eckbo, B. Espen & Thorburn, Karin S., 2009. "Merger negotiations and the toehold puzzle," Journal of Financial Economics, Elsevier, vol. 91(2), pages 158-178, February.
    11. U. Weitzel & S. Rosenkranz, 2007. "Bargaining in Mergers and Termination Fees," Working Papers 07-06, Utrecht School of Economics.
    12. Eckbo, B. Espen, 2009. "Bidding strategies and takeover premiums: A review," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 149-178, February.
    13. Grosskopf Ofer & Medina Barak, 2007. "Rationalizing Drennan: On Irrevocable Offers, Bid Shopping and Binding Range," Review of Law & Economics, De Gruyter, vol. 3(2), pages 321-361, August.
    14. Liverpool-Tasie, Lenis Saweda, 2012. "Targeted Subsidies and Private Market Participation: An Assessment of Fertilizer Demand in Nigeria:," IFPRI discussion papers 1194, International Food Policy Research Institute (IFPRI).
    15. Shilpi, Forhad & Umali-Deininger, Dina, 2007. "Where to sell ? market facilities and agricultural marketing," Policy Research Working Paper Series 4455, The World Bank.
    16. Seng-Eun Choi, 2014. "Is Self-Employment Income More Responsive to Income Tax Rate?," Korean Economic Review, Korean Economic Association, vol. 30, pages 67-84.
    17. Marcel Fafchamps & Forhad Shilpi, 2009. "Isolation and Subjective Welfare: Evidence from South Asia," Economic Development and Cultural Change, University of Chicago Press, vol. 57(4), pages 641-683, July.
    18. Richard Mussa, 2013. "Rural--urban differences in parental spending on children's primary education in Malawi," Development Southern Africa, Taylor & Francis Journals, vol. 30(6), pages 789-811, December.
    19. Anna Piil Damm, 2009. "Ethnic Enclaves and Immigrant Labor Market Outcomes: Quasi-Experimental Evidence," Journal of Labor Economics, University of Chicago Press, vol. 27(2), pages 281-314, April.
    20. Liverpool-Tasie, Saweda & Nuhu, Ahmed Salim & Awokuse, Titus O. & Jayne, Thomas S. & Muyanga, Milu & Aromolaran, Adebayo & Adelaja, Adesoji, 2020. "Spillover effects of Medium-Scale Farms on Smallholder Behavior and Welfare: Evidence from Nigeria," 2020 Annual Meeting, July 26-28, Kansas City, Missouri 304606, Agricultural and Applied Economics Association.

    More about this item

    Keywords

    ;

    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:corfin:v:17:y:2011:i:4:p:959-981. 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/jcorpfin .

    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.