Equity Valuation and Corporate Control.
研究公司控制权交易(如管理层收购和敌意收购)中的股权估值问题,发现投资银行大量使用会计数据进行估值,这不同于资本市场或契约文献中已认识到的会计信息需求。
Abstract The proliferation of control contests for large public corporations at 50% + premiums above market Illustrates the wide divergence between open-market stock prices and equity exchange values. This paper considers equity valuation in corporate control transactions-e.g., management buyouts and hostile takeovers-that engender potentially severe manager-stockholder conflicts. These conflicts generate a demand for independent assessments of equity values by investment bankers who specialize in these appraisals. The paper provides evidence from (1) a large sample of fairness opinions on management buyouts, and (2) a small sample of investment bankers' working papers which indicates that investment bankers' valuation techniques make extensive use of accounting data. This demand for accounting information in equity valuation is distinct from that previously recognized in the capital markets or contracting literatures.