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Should Shareholders Have a Say on Acquisitions?

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  • Marco Becht
  • Andrea Polo
  • Stefano Rossi

Abstract

Shareholders of U.S. corporations have lost billions of dollars in acquisitions they never approved. In the United Kingdom, the listing rules give shareholders a binding say when targets are large relative to their acquirers. A transatlantic comparison of M&A activity suggests that if U.S. shareholders had a say on acquisitions, U.S. acquirers would do fewer value‐destroying acquisitions and their own shareholders would experience smaller losses. The authors also report finding a significant difference in the performance of the large U.K. deals that are subject to a mandatory vote and those that are not. The United States has given shareholders a mandatory say on pay. Is it time for U.S. shareholders to have a binding say on corporate acquisitions?

Suggested Citation

  • Marco Becht & Andrea Polo & Stefano Rossi, 2021. "Should Shareholders Have a Say on Acquisitions?," Journal of Applied Corporate Finance, Morgan Stanley, vol. 33(1), pages 48-57, March.
    • Handle: RePEc:bla:jacrfn:v:33:y:2021:i:1:p:48-57
    DOI: 10.1111/jacf.12444
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    References listed on IDEAS

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    1. Kai Li & Tingting Liu & Juan (Julie) Wu, 2018. "Vote Avoidance and Shareholder Voting in Mergers and Acquisitions," The Review of Financial Studies, Society for Financial Studies, vol. 31(8), pages 3176-3211.
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    3. Marco Becht & Andrea Polo & Stefano Rossi, 2016. "Does Mandatory Shareholder Voting Prevent Bad Acquisitions?," The Review of Financial Studies, Society for Financial Studies, vol. 29(11), pages 3035-3067.
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    6. Harford, Jarrad & Humphery-Jenner, Mark & Powell, Ronan, 2012. "The sources of value destruction in acquisitions by entrenched managers," Journal of Financial Economics, Elsevier, vol. 106(2), pages 247-261.
    7. Christa H. S. Bouwman & Kathleen Fuller & Amrita S. Nain, 2009. "Market Valuation and Acquisition Quality: Empirical Evidence," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 633-679, February.
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    Cited by:

    1. Chen, Sheng-Syan & Huang, Chia-Wei & Lin, Chih-Yen, 2023. "Does CEO general managerial ability matter in M&A voting?," The Quarterly Review of Economics and Finance, Elsevier, vol. 92(C), pages 14-24.

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