Vote Avoidance and Shareholder Voting in Mergers and Acquisitions
研究了收购方股东投票是否、如何以及为何重要，发现低机构持股、高交易风险和高代理成本的收购方更可能规避投票，且规避投票的收购方公告回报更低、出价更高。
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.