Helen M. Bowers

Information Asymmetry, Litigation Risk, Uncertainty and the Demand for Fairness Opinions: Evidence from U.S. Mergers and Acquisitions, 1980-2002

In the market for corporate control, a potential market failure of asymmetric or inadequate information arises if any of the market participants (the acquiring or target firms’ management, boards of directors or shareholders) have insufficient knowledge about the real market value of a target firm. This failure may be mitigated by the market’s participants choosing to purchase additional information about the value of the target firm. An opinion by a third party regarding this value is known as a “fairness opinion.” Although it is often the case that at least one party to an acquisition obtains a fairness opinion, the issue of whether they provide any informational value is still debated. US court rulings have increased the potential costs to firms and their boards of directors of making merger and acquisition decisions without sufficient information, thus potentially raising the value of fairness opinions. The paper examines factors influencing the decisions of firms engaged in merger and acquisition activity during the 1980-2002 period to obtain or not to obtain fairness opinions. For each transaction information is available on the primary industry in which the acquiring and target firms operate and on the numbers and types of additional information, including fairness opinions, each of the parties to the transaction sought during the progress of the transaction. Our results show that, for the acquiring firm in an acquisition, the likelihood of purchasing fairness opinions is influenced significantly by (1) the market values of the acquirer and the target firm, (2) the volatility of excess returns of both firms, (3) whether or not the transaction is a “cash” deal, (3) the degree of asymmetric information as measured by the similarity of the acquirer and target firms, (4) the amount of monopoly power the target firm has, (5) whether the acquisition is “hostile,” and (6) whether other financial advisory services have been purchased by either firm. Finally, strong evidence is found indicating that (7) the behavior of acquiring firms, whether incorporated in Delaware or not, has been significantly altered since the 1985 Van Gorkom v. Smith decision by a Delaware court regarding fairness opinions. Our results for target firms are not as strong as those for acquirers, nor are the results for financial advisory services more broadly defined.

Signaling, Financial Slack and Corporate Acquisitions

This paper shows that under certain conditions a firms decision concerning the optimal medium of exchange to use in acquiring another firm is related to the decision of which source of capital should be used to finance long-term projects. An example of this type of interaction occurs when the firms only source of financing a positive net present value project is an equity issue. In a Myers and Majluf (1984) world of asymmetric information the value maximizing strategy for the firm is to forego the public equity offering and instead use a stock offer to acquire a firm possessing financial slack. The process is modeled using an extension of the Myers and Majluf (1984) model and demonstrates how the acquisition alternative allows managers to separate the signals regarding the investment and financing decisions. Including net pension assets into our measure of financial slack, we provide empirical supports for the ability of the extended model to explain observed merger activity.

Evidence on the Efficient Market Hypothesis from 44 Global Financial Market Indexes

This paper employs Granger causality tests to identify the impacts of historical information from global financial markets on their current levels in 30-day windows. The dataset consists primarily of the daily index levels of the (1) open, (2) close, (3) intra-day high, (4) intra-day low, and (5) trading volume series for the world’s 37 most influential equity market indexes, two crude oil prices, a gold price, and four major money market prices in the United States are used as controls. Our results indicate a persistent impact of historical information from global markets on their current levels, and this impact duplicates itself in a cyclical pattern consistently over decades. Such persistence in the patterns causes some market indexes to be upgraded to global or regional market leaders. These findings can be interpreted as constituting violations of the weak-form efficient market hypothesis. The results also reveal recursive impacts of information in these markets and the existence of an information digestion effect.