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Investment Banks as Insiders and the Market for Corporate Control

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  • Bodnaruk, Andriy
  • Massa, Massimo
  • Simonov, Andrei

Abstract

We study holdings in M&A targets by financial conglomerates which affiliated investment banks advise the bidders. We show that advisors take positions in the targets before M&A announcements. These stakes are positively related to the probability of observing the bid and to the target premium. We argue that this can be explained in terms of advisors, privy to important information about the deal, investing in the target in the expectation of its price to increase. We document the high profits of this strategy. We also document a positive relationship between the advisory stake and the deal characteristics. The advisory stake is positively related to the likelihood of deal completion and to the termination fees. However, these deals are not wealth-creating: there is a negative relation between the advisory stake and the viability of the deal. These results provide new insights into the conflicts of interest affecting financial intermediaries simultaneously advising on deals and investing in equities.

Suggested Citation

  • Bodnaruk, Andriy & Massa, Massimo & Simonov, Andrei, 2008. "Investment Banks as Insiders and the Market for Corporate Control," CEPR Discussion Papers 6953, C.E.P.R. Discussion Papers.
  • Handle: RePEc:cpr:ceprdp:6953
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    Cited by:

    1. Bodnaruk, Andriy & Rossi, Marco, 2016. "Dual ownership, returns, and voting in mergers," Journal of Financial Economics, Elsevier, vol. 120(1), pages 58-80.
    2. Levis, Mario & Meoli, Michele & Migliorati, Katrin, 2014. "The rise of UK Seasoned Equity Offerings (SEOs) fees during the financial crisis: The role of institutional shareholders and underwriters," Journal of Banking & Finance, Elsevier, vol. 48(C), pages 13-28.
    3. Ronald Jean Degen, 2012. "Changes in governance, the market for corporate control, and the mechanisms for hostile takeovers in Continental Europe: The case of Arcelor?s takeover by Mittal Steel," Working Papers 87, globADVANTAGE, Polytechnic Institute of Leiria.
    4. Massoud, Nadia & Nandy, Debarshi & Saunders, Anthony & Song, Keke, 2011. "Do hedge funds trade on private information? Evidence from syndicated lending and short-selling," Journal of Financial Economics, Elsevier, vol. 99(3), pages 477-499, March.
    5. Madura, Jeff & Marciniak, Marek, 2014. "Bidder country characteristics and informed trading in U.S. targets," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 29(C), pages 256-284.
    6. repec:eee:jfinec:v:125:y:2017:i:3:p:561-588 is not listed on IDEAS
    7. Agrawal, Anup & Nasser, Tareque, 2012. "Insider trading in takeover targets," Journal of Corporate Finance, Elsevier, vol. 18(3), pages 598-625.
    8. Henk Berkman & Michael McKenzie & Patrick Verwijmeren, 2013. "Hole in the Wall: Informed Short Selling ahead of Private Placements," Tinbergen Institute Discussion Papers 13-153/IV/DSF62, Tinbergen Institute.
    9. Augustin, Patrick & Brenner, Menachem & Grass, Gunnar & Subrahmanyam, Marti G., 2016. "How do insiders trade?," CFS Working Paper Series 541, Center for Financial Studies (CFS).
    10. Chang, Xin & Shekhar, Chander & Tam, Lewis H.K. & Yao, Jiaquan, 2016. "The information role of advisors in mergers and acquisitions: Evidence from acquirers hiring targets’ ex-advisors," Journal of Banking & Finance, Elsevier, vol. 70(C), pages 247-264.
    11. Agrawal, Anup & Cooper, Tommy, 2015. "Insider trading before accounting scandals," Journal of Corporate Finance, Elsevier, vol. 34(C), pages 169-190.
    12. 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.
    13. Bernile, Gennaro & Sulaeman, Johan & Wang, Qin, 2015. "Institutional trading during a wave of corporate scandals: “Perfect Payday”?," Journal of Corporate Finance, Elsevier, vol. 34(C), pages 191-209.
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    16. Ouyang, Wenjing, 2015. "The effect of M&A advisors’ opinions on acquirer shareholder voting," The Quarterly Review of Economics and Finance, Elsevier, vol. 57(C), pages 175-190.
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    19. repec:eee:corfin:v:48:y:2018:i:c:p:187-216 is not listed on IDEAS
    20. Szabolcs Szikszai & Tamas Badics, 2014. "Enhanced Funds Seeking Higher Returns," Working papers wpaper43, Financialisation, Economy, Society & Sustainable Development (FESSUD) Project.
    21. Kedia, Simi & Zhou, Xing, 2014. "Informed trading around acquisitions: Evidence from corporate bonds," Journal of Financial Markets, Elsevier, vol. 18(C), pages 182-205.
    22. repec:eee:corfin:v:47:y:2017:i:c:p:23-45 is not listed on IDEAS

    More about this item

    Keywords

    insider trading; mergers and acquisitions; risk arbitrage;

    JEL classification:

    • G23 - Financial Economics - - Financial Institutions and Services - - - Non-bank Financial Institutions; Financial Instruments; Institutional Investors
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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