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Human Capital-Driven Acquisition: Evidence from the Inevitable Disclosure Doctrine

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  • Deqiu Chen

    (Business School, University of International Business and Economics, Beijing 100029, China)

  • Huasheng Gao

    (Fanhai International School of Finance, Fudan University, Shanghai 200433, China)

  • Yujing Ma

    (School of Accounting and Finance, Hong Kong Polytechnic University, Hung Hom, Hong Kong)

Abstract

We present evidence that the desire to gain human capital is an important motive for corporate acquisitions. Our tests exploit the staggered recognition of the Inevitable Disclosure Doctrine (IDD) by U.S. state courts, which prevents employees with trade secret knowledge from working for other firms. We find a significant increase in the likelihood of being acquired for firms headquartered in states that recognize such a doctrine relative to firms headquartered in states that do not. Our result is stronger for firms with greater human capital and for firms whose employees have better ex ante employment mobility. We show that the IDD is positively associated with the retention of target firms’ key technicians, employees, and top executives after an acquisition. We also show that the IDD is positively associated with synergy creation, acquirers’ announcement returns, and acquirers’ long-run stock and operating performance. Overall, our result indicates that corporate acquisitions can be used as a means for firms to overcome labor market frictions and gain access to valuable human capital.

Suggested Citation

  • Deqiu Chen & Huasheng Gao & Yujing Ma, 2021. "Human Capital-Driven Acquisition: Evidence from the Inevitable Disclosure Doctrine," Management Science, INFORMS, vol. 67(8), pages 4643-4664, August.
    • Handle: RePEc:inm:ormnsc:v:67:y:2021:i:8:p:4643-4664
    DOI: 10.1287/mnsc.2020.3707
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    Cited by:

    1. Zhangfan Cao & Chen Hua & Yan Tong & Xi Wang, 2023. "The crowding‐out effects of innovation information disclosure on peers' innovation: Evidence from innovation‐driven M&As in China," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 63(5), pages 4883-4908, December.
    2. Hou, Xipei & Shen, Yinjie(Victor) & Xing, Jing & Zhou, Fuzhao, 2023. "Hastily announced: Mergers and acquisitions with pledging shareholders," Journal of Financial Stability, Elsevier, vol. 67(C).

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