Is Acquiring-Firm Shareholder Approval in Stock-for-Stock Mergers Perfunctory?
尽管收购方股东在大型换股并购中回报不一，但并购投票极少失败，平均赞成率高达95%。研究发现投票赞成率随交易特征显著变化，部分交易仅勉强通过，表明投票仍具约束力。
Despite mixed stock returns for acquirer shareholders in large stock-for-stock mergers, acquiring-firm merger proxy votes rarely fail; in the sample we examine, the average approval rate of votes cast is 95%. Our examination of whether merger votes are effective in monitoring management’s acquisition policy indicates that the margin of approval varies substantially with firm and deal characteristics, and while there are no failed votes in our sample some deals are only narrowly approved. These findings support the notion that merger proxy votes provide credible threats despite high average approval rates.