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Target Financial Reporting Quality and M&A Deals that Go Bust*
This study investigates the role of financial reporting quality in merger and acquisition (M&A) deals that are ultimately terminated (i.e., go bust). If a target is a U.S. publicly traded company, an acquirer’s initial assessment of the potential benefits associated with the acquisition of the company is based on publicly available information. Generally, the acquirer obtains limited private information from the target prior to announcing the deal, but engages in transactional due diligence after signing the acquisition agreement to affirm that the financial reporting warranties made by the target are accurate. We construct a low‐quality financial reporting score based on measures prior research identifies as being associated with less reliable, less relevant, and less precise financial reporting. We find that acquirers offer higher premiums for targets with low‐quality financial reporting. However, we also find that low‐quality financial reporting increases the likelihood of deal renegotiation, and contributes to the probability of deals going bust. We document that failed targets are more likely to restate their financial statements after the announcement of the deal, supporting our conjecture that low‐quality financial reporting contributes to deals being terminated. Our research develops a new measure of low‐quality financial reporting, documents that the measure is related to M&A deal outcomes and financial restatements, and provides insights into the consequences of M&A transactional due diligence.
Internal control over financial reporting and managerial rent extraction: Evidence from the profitability of insider trading
This paper examines the association between ineffective internal control over financial reporting and the profitability of insider trading. We predict and find that the profitability of insider trading is significantly greater in firms disclosing material weaknesses in internal control relative to firms with effective control. The positive association is present in the years leading up to the disclosure of material weaknesses, but disappears after remediation of the internal control problems. We find insider trading profitability is even greater when insiders are more likely to act in their own self-interest as indicated by auditors’ weak “tone at the top” adverse internal control opinions and this incremental profitability is driven by insider selling. Our research identifies a new setting where shareholders are most at risk for wealth transfers via insider trading and highlights market consequences of weak “tone at the top”.
Illiquidity and the Measurement of Stock Price Synchronicity
This paper demonstrates that measures of stock price synchronicity based on market model R 2 s are predictably biased downward as a result of stock illiquidity, and that previously employed remedies to correct market model betas for measurement bias do not fix R 2 . Using a large international sample of firm‐years, we find strong negative and nonlinear relations between illiquidity and R 2 across countries, across firms, and over time. Because variables of interest frequently relate to illiquidity as well, we illustrate the consequences of not controlling for illiquidity in synchronicity research. More generally, we demonstrate the importance of using nonlinear control variable methods. Overall, we conclude that the illiquidity‐driven measurement bias in R 2 provides an explanation for why prior research finds low‐ R 2 firms to have weak information environments, and suggest future research carefully evaluate the sensitivity of its results to nonlinear controls for illiquidity.