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Vote Avoidance and Shareholder Voting in Mergers and Acquisitions

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  • Kai Li
  • Tingting Liu
  • Juan (Julie) Wu

Abstract

We examine whether, how, and why acquirer shareholder voting matters. We show that acquirers with low institutional ownership, high deal risk, and high agency costs are more likely to bypass shareholder voting. Such acquirers have lower announcement returns and make higher offers than those who do not. To avoid a shareholder vote, acquirers increase equity issuance and cut payouts to raise the portion of cash in mixed-payment deals. Employing a regression discontinuity design, we show a positive effect on acquirer announcement returns concentrated in acquirers with higher institutional ownership. We conclude that shareholder voting mitigates agency problems in corporate acquisitions. Received April 18, 2017; editorial decision February 9, 2018 by Editor David Denis. Authors have furnished an Internet Appendix, which is available on the Oxford University Press Web site next to the link to the final published paper online.

Suggested Citation

  • 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.
    • Handle: RePEc:oup:rfinst:v:31:y:2018:i:8:p:3176-3211.
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    Cited by:

    1. Aggarwal, Reena & Dahiya, Sandeep & Prabhala, Nagpurnanand R., 2019. "The power of shareholder votes: Evidence from uncontested director elections," Journal of Financial Economics, Elsevier, vol. 133(1), pages 134-153.
    2. Antón, Miguel & Azar, José & Gine, Mireia & Lin, Luca X., 2022. "Beyond the target: M&A decisions and rival ownership," Journal of Financial Economics, Elsevier, vol. 144(1), pages 44-66.
    3. Sridhar Gogineni & John Puthenpurackal, 2021. "Why do takeover targets protect acquirers? Evidence from force‐the‐vote provisions," Financial Management, Financial Management Association International, vol. 50(3), pages 805-843, September.
    4. Lin, Jing & Li, Fang & Zheng, Steven Xiaofan & Zhou, Mingshan, 2023. "Minority shareholder voting and dividend policy," Journal of Banking & Finance, Elsevier, vol. 148(C).
    5. Lesmeister, Simon & Limbach, Peter & Goergen, Marc, 2022. "Trust and monitoring," Journal of Banking & Finance, Elsevier, vol. 143(C).
    6. Zhang, Qianqian & Jiang, Chunzi & Liu, Baohua & Chan, Kam C., 2024. "Small but salient: Minority shareholders’ innovation attention in interactive online platforms and corporate innovation," The North American Journal of Economics and Finance, Elsevier, vol. 69(PB).
    7. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.
    8. Liu, Chun & Chen, Yang & Li, Shanmin & Sun, Liang & Yang, Mengjie, 2021. "Local political corruption and M&As," China Economic Review, Elsevier, vol. 69(C).
    9. Joshua D Gottlieb & Richard R Townsend & Ting Xu, 2022. "Does Career Risk Deter Potential Entrepreneurs?," The Review of Financial Studies, Society for Financial Studies, vol. 35(9), pages 3973-4015.
    10. Eaton, Gregory W. & Guo, Feng & Liu, Tingting & Officer, Micah S., 2022. "Peer selection and valuation in mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 146(1), pages 230-255.
    11. 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.
    12. Yu, Chang, 2023. "Board gender diversity and investment inefficiency," Journal of Economics and Business, Elsevier, vol. 124(C).
    13. Fathollahi, Maryam & Harford, Jarrad & Klasa, Sandy, 2022. "Anticompetitive effects of horizontal acquisitions: The impact of within-industry product similarity," Journal of Financial Economics, Elsevier, vol. 144(2), pages 645-669.
    14. Deng, Xiaohu & Jiang, Christine & Young, Danqing, 2021. "Short selling constraints and politically motivated negative information suppression," Journal of Corporate Finance, Elsevier, vol. 68(C).
    15. Pombo, Carlos & Pinto-Gutierrez, Cristian & Jara-Bertín, Mauricio, 2024. "Blockholder voting power and investment decisions: Evidence from cross-border deals in Latin America," Journal of Economics and Business, Elsevier, vol. 131(C).
    16. 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.
    17. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Dimitrios Xefteris, 2024. "Voting Rights, Agenda Control and Information Aggregation," Journal of the European Economic Association, European Economic Association, vol. 22(6), pages 2598-2647.
    18. Liu, Tingting & Liu, Yu & Ullah, Barkat & Wei, Zuobao & Xu, Lixin Colin, 2021. "The dark side of transparency in developing countries: The link between financial reporting practices and corruption," Journal of Corporate Finance, Elsevier, vol. 66(C).
    19. Zhu, Bing & Xia, Xiaoxue & Zheng, Xiaojia, 2021. "One way out of the share pledging quagmire: Evidence from mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 71(C).
    20. Rainville, Megan & Unlu, Emre & Wu, Juan Julie, 2022. "How do stronger creditor rights impact corporate acquisition activity and quality?," Journal of Banking & Finance, Elsevier, vol. 144(C).
    21. Davidson Heath & Mark Mitchell, 2023. "Market Returns and Interim Risk in Mergers," Management Science, INFORMS, vol. 69(1), pages 617-635, January.
    22. Ning Cai & Wen He & Guoqiang Wu & Xin Yu, 2024. "Online voting and minority shareholder dissent: Evidence from China," Financial Management, Financial Management Association International, vol. 53(2), pages 327-352, June.
    23. Liu, Tingting & Lu, Zhongjin (Gene) & Shu, Tao & Wei, Fengrong, 2022. "Unique bidder-target relatedness and synergies creation in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 73(C).

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