IDEAS home Printed from https://ideas.repec.org/a/eee/jocaae/v21y2025i3s1815566925000591.html

Acquirers’ top legal executives and merger and acquisition outcomes

Author

Listed:
  • Rasmussen, Stephanie J.
  • Wang, Suye

Abstract

A firm’s top in-house legal executive acts as a trusted advisor to top management and the board of directors, and the top legal executive role has become more prominent in recent years due to heightened regulatory focus on business compliance. In this study, we develop a measure of the top legal executive’s influence in the acquiring firm and examine whether top legal executive influence is associated with merger and acquisition (M&A) outcomes. We find that top legal executive influence is associated with shorter public process length (merger announcement to deal resolution), higher likelihood of deal completion, and lower likelihood of acquirer-protective contract terms. These associations exist after controlling for potential endogeneity of top legal executive influence. Cross-sectional tests also provide some evidence that the top legal executive emphasizes a monitoring role in M&A deals involving high uncertainty and when independence concerns should be more prevalent.

Suggested Citation

  • Rasmussen, Stephanie J. & Wang, Suye, 2025. "Acquirers’ top legal executives and merger and acquisition outcomes," Journal of Contemporary Accounting and Economics, Elsevier, vol. 21(3).
    • Handle: RePEc:eee:jocaae:v:21:y:2025:i:3:s1815566925000591
    DOI: 10.1016/j.jcae.2025.100512
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1815566925000591
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.jcae.2025.100512?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

    for a different version of it.

    References listed on IDEAS

    as
    1. Ghannam, Samir & Matolcsy, Zoltan P. & Spiropoulos, Helen & Thai, Nathan, 2019. "The influence of powerful non-executive Chairs in Mergers and acquisitions," Journal of Contemporary Accounting and Economics, Elsevier, vol. 15(1), pages 87-104.
    2. Shleifer, Andrei & Vishny, Robert W., 1989. "Management entrenchment : The case of manager-specific investments," Journal of Financial Economics, Elsevier, vol. 25(1), pages 123-139, November.
    3. Tingting Liu & Tao Shu & Erin Towery & Jasmine Wang, 2024. "The role of external regulators in mergers and acquisitions: evidence from SEC comment letters," Review of Accounting Studies, Springer, vol. 29(1), pages 451-492, March.
    4. Nguyen, Nam H. & Phan, Hieu V., 2017. "Policy Uncertainty and Mergers and Acquisitions," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 52(2), pages 613-644, April.
    5. MD Al Mamun & Balasingham Balachandran & Huu Nhan Duong & Ferdinand A Gul, 2021. "Are Corporate General Counsels in Top Management Effective Monitors? Evidence from Stock Price Crash Risk," European Accounting Review, Taylor & Francis Journals, vol. 30(2), pages 405-437, March.
    6. Anup Agrawal & Tommy Cooper & Qin Lian & Qiming Wang, 2013. "Common Advisers in Mergers and Acquisitions: Determinants and Consequences," Journal of Law and Economics, University of Chicago Press, vol. 56(3), pages 691-740.
    7. Ben S. Bernanke, 1983. "Irreversibility, Uncertainty, and Cyclical Investment," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 98(1), pages 85-106.
    8. Bird, Robert C. & Borochin, Paul A. & Knopf, John D., 2015. "The role of the chief legal officer in corporate governance," Journal of Corporate Finance, Elsevier, vol. 34(C), pages 1-22.
    9. Jacobsen, Stacey, 2014. "The death of the deal: Are withdrawn acquisition deals informative of CEO quality?," Journal of Financial Economics, Elsevier, vol. 114(1), pages 54-83.
    10. Kim, Irene & Skinner, Douglas J., 2012. "Measuring securities litigation risk," Journal of Accounting and Economics, Elsevier, vol. 53(1), pages 290-310.
    11. Vineet Bhagwat & Robert Dam & Jarrad Harford, 2016. "The Real Effects of Uncertainty on Merger Activity," The Review of Financial Studies, Society for Financial Studies, vol. 29(11), pages 3000-3034.
    12. Chen, Zhiyao & Mahmudi, Hamed & Virani, Aazam & Zhao, Xiaofei, 2022. "Why Are Bidder Termination Provisions Included in Takeovers?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 57(7), pages 2860-2896, November.
    13. Yu Kit Fung, Simon & Huang, Lawrence (Hong), 2024. "Acquirers’ political connections and bargaining outcomes in corporate takeover negotiations: Evidence from antitrust reviews," Journal of Contemporary Accounting and Economics, Elsevier, vol. 20(1).
    14. Ham, Charles & Koharki, Kevin, 2016. "The association between corporate general counsel and firm credit risk," Journal of Accounting and Economics, Elsevier, vol. 61(2), pages 274-293.
    15. Offenberg, David & Pirinsky, Christo, 2015. "How do acquirers choose between mergers and tender offers?," Journal of Financial Economics, Elsevier, vol. 116(2), pages 331-348.
    16. Adair Morse & Wei Wang & Serena Wu, 2016. "Executive Lawyers: Gatekeepers or Strategic Officers?," NBER Working Papers 22597, National Bureau of Economic Research, Inc.
    17. Klasa, Sandy & Litov, Lubomir P. & Neyland, Jordan & Sepe, Simone M., 2013. "Does Legal Counsel Expertise Add Value? Evidence from Mergers and Acquisitions," Working Papers 13-27, University of Pennsylvania, Wharton School, Weiss Center.
    18. Avery, Christopher & Chevalier, Judith A & Schaefer, Scott, 1998. "Why Do Managers Undertake Acquisitions? An Analysis of Internal and External Rewards for Acquisitiveness," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 14(1), pages 24-43, April.
    19. Justin J. Hopkins & Edward L. Maydew & Mohan Venkatachalam, 2015. "Corporate General Counsel and Financial Reporting Quality," Management Science, INFORMS, vol. 61(1), pages 129-145, January.
    20. El-Khatib, Rwan & Fogel, Kathy & Jandik, Tomas, 2015. "CEO network centrality and merger performance," Journal of Financial Economics, Elsevier, vol. 116(2), pages 349-382.
    21. Dhaliwal, Dan S. & Lamoreaux, Phillip T. & Litov, Lubomir P. & Neyland, Jordan B., 2016. "Shared auditors in mergers and acquisitions," Journal of Accounting and Economics, Elsevier, vol. 61(1), pages 49-76.
    22. Alan D. Jagolinzer & David F. Larcker & Daniel J. Taylor, 2011. "Corporate Governance and the Information Content of Insider Trades," Journal of Accounting Research, John Wiley & Sons, Ltd., vol. 49(5), pages 1249-1274, December.
    23. Aktas, Nihat & de Bodt, Eric & Bollaert, Helen & Roll, Richard, 2016. "CEO Narcissism and the Takeover Process: From Private Initiation to Deal Completion," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 51(1), pages 113-137, February.
    24. Jarrad Harford & Kai Li, 2007. "Decoupling CEO Wealth and Firm Performance: The Case of Acquiring CEOs," Journal of Finance, American Finance Association, vol. 62(2), pages 917-949, April.
    25. Christel Karsten & Ulrike Malmendier & Zacharias Sautner, 2022. "Lawyer Expertise and Contract Design—Evidence from M&A Negotiations," The Economic Journal, Royal Economic Society, vol. 132(642), pages 644-674.
    26. Fidrmuc, Jana P. & Roosenboom, Peter & Zhang, Eden Quxian, 2018. "Antitrust merger review costs and acquirer lobbying," Journal of Corporate Finance, Elsevier, vol. 51(C), pages 72-97.
    27. Adair Morse & Wei Wang & Serena Wu, 2016. "Executive Lawyers: Gatekeepers or Strategic Officers?," Journal of Law and Economics, University of Chicago Press, vol. 59(4), pages 847-888.
    28. 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.
    29. Eckbo, B. Espen, 2009. "Bidding strategies and takeover premiums: A review," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 149-178, February.
    30. 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.
    31. Mathieu Luypaert & Wouter De Maeseneire, 2015. "Antecedents of time to completion in mergers and acquisitions," Applied Economics Letters, Taylor & Francis Journals, vol. 22(4), pages 299-304, March.
    32. Cai, Ye & Kim, Yongtae & Park, Jong Chool & White, Hal D., 2016. "Common auditors in M&A transactions," Journal of Accounting and Economics, Elsevier, vol. 61(1), pages 77-99.
    33. Thomas R. Kubick & Yijun Li & John R. Robinson, 2020. "Tax-savvy executives," Review of Accounting Studies, Springer, vol. 25(4), pages 1301-1343, December.
    34. repec:bla:jfinan:v:59:y:2004:i:6:p:2719-2743 is not listed on IDEAS
    35. Bret A. Johnson & Ling Lei Lisic & Joon Seok Moon & Mengmeng Wang, 2023. "SEC comment letters on form S-4 and M&A accounting quality," Review of Accounting Studies, Springer, vol. 28(2), pages 862-909, June.
    36. Daniel Wangerin, 2019. "M&A Due Diligence, Post‐Acquisition Performance, and Financial Reporting for Business Combinations†," Contemporary Accounting Research, John Wiley & Sons, vol. 36(4), pages 2344-2378, December.
    37. D. Daniel Sokol & Preeti Choudhary & Jason D. Schloetzer & Jason D. Sturgess, 2013. "Boards, Auditors, Attorneys and Compliance with Mandatory SEC Disclosure Rules," Managerial and Decision Economics, John Wiley & Sons, Ltd., vol. 34(7-8), pages 471-487, October.
    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. Hossain, Md Safayat & Rahman, Mahmud, 2025. "Does the presence of GC in the top management team affect debt financing choices?," Advances in accounting, Elsevier, vol. 69(C).
    2. Pham, Mia Hang, 2020. "In law we trust: Lawyer CEOs and stock liquidity," Journal of Financial Markets, Elsevier, vol. 50(C).
    3. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.
    4. Bu, Jun & Fei, Tianlun & Zhou, Futong, 2024. "United we stand, divided we fall: The impact of top management team stability on corporate litigation," International Review of Financial Analysis, Elsevier, vol. 96(PB).
    5. Balachandran, Balasingham & Faff, Robert W. & Minnick, Kristina & Shams, Syed, 2025. "Does the readability of target firms' annual reports matter to bidders?," International Review of Financial Analysis, Elsevier, vol. 105(C).
    6. Mia Hang Pham & Yulia Merkoulova & Chris Veld, 2023. "Credit risk assessment and executives’ legal expertise," Review of Accounting Studies, Springer, vol. 28(4), pages 2361-2400, December.
    7. Michael, Michael & Ali, Muhammad Jahangir & Atawnah, Nader & Muniandy, Balachandran, 2022. "Fiduciary or loyalty? Evidence from top management counsel and stock liquidity," Global Finance Journal, Elsevier, vol. 52(C).
    8. Moran, Pablo & Pandes, J. Ari, 2019. "Elite law firms in the IPO market," Journal of Banking & Finance, Elsevier, vol. 107(C), pages 1-1.
    9. Ephraim Kwashie Thompson & Changki Kim, 2020. "Post-M&A Performance and Failure: Implications of Time until Deal Completion," Sustainability, MDPI, vol. 12(7), pages 1-31, April.
    10. Adair Morse & Wei Wang & Serena Wu, 2016. "Executive Lawyers: Gatekeepers or Strategic Officers?," NBER Working Papers 22597, National Bureau of Economic Research, Inc.
    11. Jindal, Varun & Seth, Rama, 2024. "Overlapping insiders and the method of payment in acquisitions: New tests and evidence on adverse selection," The British Accounting Review, Elsevier, vol. 56(6).
    12. Mei Cheng & Jacob Jaggi & Spencer Young, 2022. "Customer concentration of targets in mergers and acquisitions," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 49(7-8), pages 1314-1355, July.
    13. Ghannam, Samir & Matolcsy, Zoltan P. & Spiropoulos, Helen & Thai, Nathan, 2019. "The influence of powerful non-executive Chairs in Mergers and acquisitions," Journal of Contemporary Accounting and Economics, Elsevier, vol. 15(1), pages 87-104.
    14. Tung Nguyen & Dimitris Petmezas & Nikolaos Karampatsas, 2023. "Does Terrorism Affect Acquisitions?," Management Science, INFORMS, vol. 69(7), pages 4134-4168, July.
    15. 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.
    16. Bedford, Anna & Bugeja, Martin & Czernkowski, Robert & Bond, David, 2023. "Is the effect of shared auditors driven by shared audit partners? The case of M&As," The British Accounting Review, Elsevier, vol. 55(2).
    17. Mari SAKO & Katsuyuki KUBO, 2019. "Professionals on Corporate Boards: How do they affect the bottom line?," Discussion papers 19010, Research Institute of Economy, Trade and Industry (RIETI).
    18. 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).
    19. Dang, Man & Nguyen, Ngoc Vu & Mazur, Mieszko & Puwanenthiren, Premkanth & Nguyen, Ngoc Thang, 2021. "Global policy uncertainty and cross-border acquisitions," The Quarterly Review of Economics and Finance, Elsevier, vol. 80(C), pages 224-235.
    20. Yang Zhang, 2018. "Corporate Governance Effects on Risk Management and Shareholder Wealth: The Case of Mergers and Acquisitions," PhD Thesis, Finance Discipline Group, UTS Business School, University of Technology, Sydney, number 4-2018, January-A.

    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:jocaae:v:21:y:2025:i:3:s1815566925000591. 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: https://www.journals.elsevier.com/journal-of-contemporary-accounting-and-economics .

    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.