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Is There Really a When-Issued Premium?

Journal of Financial and Quantitative Analysis 2003 38(3), 611 open access
We use a unique set of equities in the when-issued market to provide new tests of the law of one price in financial markets. We compare the prices of when-issued and regular-way shares of publicly-traded subsidiaries and their parents around the time the subsidiaries are fully divested. In contrast to prior analyses of when-issued trading in equity markets, we find that the when-issued shares of the subsidiary trade at a discount. Some of the pricing differences stem from measurement factors such as exchange location and bid-ask clustering that bias the observed when-issued pricing differential away from zero. The remaining difference between the when-issued and regular-way prices is due to asymmetric movements in bid and ask quotes in the two markets. We also find evidence of temporary price pressures on the date of execution of the spinoff of the subsidiary firms that bear resemblance to the pricing in the when-issued market. We interpret the evidence as consistent with the law of one price in the presence of transaction costs.

Do private equity consortiums facilitate collusion in takeover bidding?

Journal of Corporate Finance 2011 17(5), 1475-1495 open access
We address whether the joint bidding by private equity consortiums facilitates collusion in the takeover market. We employ a sample of 870 takeovers of publicly traded targets in the 2003 to 2007 period, the time period which is the focus of investigation by the Justice Department and the source of cases for class action lawsuits. A unique aspect of our analysis is that we determine the identification of private equity bidders from actual merger documents rather than rely on sources such as Securities Data Corp and that we analyze both prominent private equity bidders as well as smaller private equity firms. Our analysis finds competitive reasons for consortium formation based on scale, risk and bidder expertise. We also find that both single private equity bidders and private equity consortiums are associated with significantly greater levels of takeover competition than other types of bidders. While we find some evidence that target abnormal returns are lower in private equity consortium deals for narrow windows around the initial takeover-related announcement date, we find that these results do not hold for longer event windows that better account for the differences in the takeover process across types of bidders. Analysis that controls for the endogenous selection of consortium formation also fails to find any negative effect of consortiums on either takeover competition or target returns. We also do not find any negative effects of consortiums formed by prominent private equity firms. We interpret the evidence to be inconsistent with a collusive explanation for consortium formation in the 2003 to 2007 period and to be consistent with competitive reasons for consortium formation.

Deregulation, listing and delisting

Journal of Corporate Finance 2021 69, 101985 open access
We study patterns of new lists, delisting and mergers in deregulated industries in the 1973 to 2017 period. Consistent with prior research, we find that merger activity tends to cluster in deregulated industries. But we provide new evidence that new lists and overall delisting also cluster in deregulated industries, with new lists preceding delisting. We also find that deregulated industries are growing in size and value prior to deregulation and grow significantly larger, more valuable and more competitive following deregulation. The results are consistent with the linkage of deregulation and industries undergoing significant change; deregulation aids in industry adaptation to change and facilitates expansion. Moreover, the results provide a specific mechanism by which industries undergo event waves.