Appraisal Risk and Corporate Disclosure During Mergers and Acquisitions

81 Pages Posted: 9 Mar 2021

See all articles by Christopher R. Stewart

Christopher R. Stewart

University of Chicago - Booth School of Business

Date Written: March 6, 2021

Abstract

I exploit a 2007 court ruling that significantly strengthens appraisal rights for shareholders of Delaware-incorporated target firms to examine how managers respond to appraisal risk during takeovers. Appraisal rights give target shareholders the right to receive a judge’s determined value for their shares in lieu of the acquirer’s offer. Target-firm disclosures play a critical role in the valuation decisions of judges; and valuation decisions pose a substantial risk to acquirers. I find that heightened appraisal risk induces target managers to withhold positive news arriving between the announcement and effective completion of the takeover. This observation is driven by target managers who are aligned with acquirers. I further document that acquirers benefit from this behavior in the form of a lower likelihood of appraisal and a higher likelihood of positive post-acquisition returns. Overall, my findings suggest that acquirer-target manager ties play an important role in facilitating the dilution of target shareholder property rights.

Keywords: Appraisal Laws, Shareholder Property Rights, Mergers and Acquisitions, Corporate Disclosure

JEL Classification: G32, K22, G34, M41

Suggested Citation

Stewart, Christopher R., Appraisal Risk and Corporate Disclosure During Mergers and Acquisitions (March 6, 2021). Available at SSRN: https://ssrn.com/abstract=3799216 or http://dx.doi.org/10.2139/ssrn.3799216

Christopher R. Stewart (Contact Author)

University of Chicago - Booth School of Business ( email )

5807 S Woodlawn Ave
Chicago, IL 60637
United States

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