Antitrust Risk and Voluntary M&A Disclosure

65 Pages Posted: 13 Mar 2023 Last revised: 13 May 2023

See all articles by Jun Oh

Jun Oh

Hong Kong University of Science & Technology (HKUST) - Department of Accounting

Date Written: December 30, 2022

Abstract

This study examines whether and how antitrust risk affects firms’ disclosure of mergers and acquisitions (M&As). Due to regulatory exemptions, deals that fall below a size threshold escape formal antitrust scrutiny at the time of the merger. These “non-reported” deals can have important implications for the firm’s pricing power of its products in segmented and localized markets. I hypothesize that firms face a trade-off between the benefits of disclosing these deals to capital markets (i.e., capitalize the product market benefits into stock prices in a timely manner) and the potential antitrust scrutiny the voluntary disclosure can invite, which increases the probability of agencies challenging the merger. Exploiting two quasi-exogenous variations in antitrust enforcement that affect the level of antitrust risk, I find evidence of acquirers strategically managing their disclosure of horizontal and intrastate deals according to the level of antitrust risk. My findings shed light on a new determinant of voluntary disclosure: the risk of costly antitrust enforcement.

Keywords: antitrust, M&A disclosure, press releases, earnings conference calls, political costs

JEL Classification: G34, K21, L40, M41

Suggested Citation

Oh, Jun, Antitrust Risk and Voluntary M&A Disclosure (December 30, 2022). Available at SSRN: https://ssrn.com/abstract=4381331 or http://dx.doi.org/10.2139/ssrn.4381331

Jun Oh (Contact Author)

Hong Kong University of Science & Technology (HKUST) - Department of Accounting ( email )

Clear Water Bay
Kowloon
Hong Kong

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