Termination Fees in Mergers and Acquisitions: Protecting Investors or Managers?
研究并购中终止费的决定因素和市场影响，发现终止费主要反映效率考虑而非代理问题，在合并成本高、含现金支付和预期协同效应时更高，且公告日股价反应与终止费水平无关。
Abstract: Institutional investors closely monitor termination fees in mergers and acquisitions (M&A). We argue that their magnitude reflects either agency problems or efficiency considerations. Focusing on M&A involving Canadian targets between 1997 and 2004, we assess the determinants and market impact of termination fees. Our findings show that the Thomson's SDC Platinum™ Worldwide Mergers & Acquisitions Database underestimates their extent. Results suggest that termination fees are essentially an efficient mechanism as they are relatively higher in M&A with high merger costs, a cash component and expected operating synergies. Stock market returns surrounding the deal announcement do not differ across levels of relative termination fees.