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Agency problems in stock market-driven acquisitions

Author

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  • Scott Fung
  • Hoje Jo
  • Shih-Chuan Tsai

Abstract

Purpose - The purpose of this paper is to examine the ways in which stock market valuation and managerial incentives jointly affect merger and acquisition (M&A) decisions and post-M&A performance, and to provide new evidence on the agency implications where such acquisitions are driven by the stock market. Design/methodology/approach - Utilizing all publicly-traded US firms in the NYSE, AMEX and NASDAQ during the period from 1992 to 2005 (excluding financial and utility firms), obtained from COMPUSTAT, CRSP, I/B/E/S, and the M&A database provided by SDC Platinum, this paper adopts a two-stage approach: the first stage, predicts the probability of an M&A based on the market valuation variables; the second stage, regresses the post-M&A firm performance on the predicted probability of a merger or acquisition from the first stage and other control variables. Findings - Market valuation has a significant influence on corporate acquisition decisions, particularly for those firms whose compensation packages include less managerial equity ownership, more executive stock options and no long-term incentive plans, and in those firms where CEOs are serving on the board of directors. The value-destroying acquisitions made by these types of managers are likely to be financed using the firms' stocks, executed with high premiums and undertaken during periods of high market valuation. Originality/value - The main finding suggests that market-driven acquisitions could be value destroying when managers engage in opportunistic acquisitions for reasons of self-interest. Managerial myopia, overconfidence, misaligned incentives, empire-building motives and poor corporate governance can all exacerbate the agency problem of market-driven acquisitions.

Suggested Citation

  • Scott Fung & Hoje Jo & Shih-Chuan Tsai, 2009. "Agency problems in stock market-driven acquisitions," Review of Accounting and Finance, Emerald Group Publishing, vol. 8(4), pages 388-430, October.
  • Handle: RePEc:eme:rafpps:v:8:y:2009:i:4:p:388-430
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    Cited by:

    1. Chan, Alex W.H. & Cheung, Hoi Yan, 2016. "Extraversion, individualism and M&A activities," International Business Review, Elsevier, vol. 25(1), pages 356-369.

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