The Appraisal Remedy and Merger Premiums

46 Pages Posted: 10 Mar 1999

See all articles by Paul G. Mahoney

Paul G. Mahoney

University of Virginia School of Law

Mark Weinstein

University of Southern California - Marshall School of Business - Finance and Business Economics Department; University of Southern California - Gould School of Law

Date Written: April 1999

Abstract

The appraisal remedy affords a shareholder the option redeem her shares for cash in the event of certain corporate actions, such as mergers. While appraisal appears to have been developed to protect shareholders who might oppose a corporate action yet be unable to sell their shares for fair value in a liquid market, the value of appraisal to shareholders of publicly traded firms is questionable. This is especially true when we realize that shareholder class actions for breach of fiduciary duty provide an alternative avenue of recovery and are easier to initiate. In this paper we present the first large-scale empirical study of the effect of access to appraisal on target shareholder gains from acquisitions. We examine 1,350 mergers involving publicly held firms. In some of these mergers dissenting shareholders could seek an appraisal and in others appraisal was not available. We find some evidence that appraisal offers dissenting shareholders hold-up power that reduces average shareholder gains in certain transactions. However, for the entire sample, we find no evidence that appraisal has any effect, positive or negative, on target shareholder gains from takeovers.

JEL Classification: G3, K2

Suggested Citation

Mahoney, Paul G. and Weinstein, Mark Ira, The Appraisal Remedy and Merger Premiums (April 1999). USC CLEO Research Paper No. 99-5, Available at SSRN: https://ssrn.com/abstract=151488 or http://dx.doi.org/10.2139/ssrn.151488

Paul G. Mahoney (Contact Author)

University of Virginia School of Law ( email )

580 Massie Road
Charlottesville, VA 22903
United States
434-924-7121 (Phone)
434-924-7536 (Fax)

Mark Ira Weinstein

University of Southern California - Marshall School of Business - Finance and Business Economics Department ( email )

Marshall School of Business
Los Angeles, CA 90089
United States
213-740-6499 (Phone)
213-740-6650 (Fax)

University of Southern California - Gould School of Law

699 Exposition Boulevard
Los Angeles, CA 90089
United States

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