Appraisal rights and corporate disclosure during mergers and acquisitions

• 成果类型: Article
• 署名作者: Stewart, Christopher R.
• 署名单位: University of Chicago
• 刊物名称: JOURNAL OF ACCOUNTING & ECONOMICS
• ISSN/ISSBN: 0165-4101
• DOI: 10.1016/j.jacceco.2022.101527
• 发表日期: 2023
• 关键词: shareholder litigation; Textual analysis; AGENCY COSTS; INFORMATION; FIRMS; CEOS

摘要

Target shareholders have the right to ask for a higher merger price if good news emerges after a merger agreement. This appraisal right varies with state law and was substantially strengthened in Delaware in 2007. I examine how target managers respond to changes in this right. If target managers represent target shareholders, the managers would be more likely to release good news, but I find they are more likely to withhold good news when appraisal rights are higher. This suggests agency problems and collusion on the part of target managers, and thus my paper adds to the larger literature that considers agency problems on the part of managers. (c) 2022 Elsevier B.V. All rights reserved.