The Information Provision in the Corporate Acquisition Process: Why Target Firms Obtain Multiple Fairness Opinions

• 成果类型: Article
• 署名作者: Liu, Tingting
• 署名单位: Iowa State University
• 刊物名称: ACCOUNTING REVIEW
• ISSN/ISSBN: 0001-4826
• DOI: 10.2308/accr-52444
• 发表日期: 2020
• 页码: 287-310
• 关键词: TENDER OFFERS; accruals; earnings; QUALITY; PRIVATE; management; valuation; toeholds; payment; mergers

摘要

Using a hand-collected dataset for takeovers from 1996 to 2013, I examine why some target firms obtain a second fairness opinion and the associated wealth effects of doing so. I find that multiple opinions are more likely to be used in deals in which management/investment bank conflicts of interest are high-e.g., buyouts and stapled financing deals. In addition, the use of a second opinion has a significantly positive impact on target shareholders' wealth in these two types of deals. Fairness opinion valuation predominantly relies on accounting data, and the benefit of seeking a second opinion increases with a firm's earnings quality. Collectively, the results suggest that a second opinion is used to facilitate transactions.